Private client law in Russian Federation: overview
A Q&A guide to private client law in the Russian Federation.
The Q&A gives a high level overview of tax; tax residence; inheritance tax; buying property; wills and estate management; succession regimes; intestacy; trusts; charities; co-ownership; familial relationships; minority and capacity, and proposals for reform.
To compare answers across multiple jurisdictions, visit the Private client Country Q&A tool.
The Q&A is part of the multi-jurisdictional guide to private client law. For a full list of jurisdictional Q&As visit www.practicallaw.com/privateclient-mjg.
Tax year and payment dates
The tax period for personal income tax (PIT) is a calendar year from 1 January to 31 December.
Russian legal entities, employers, private entrepreneurs, notaries and others act as tax agents as they must withhold PIT from income payments made to individuals. The tax agents pay the withheld tax to the Federal Treasury, which will then distribute it to the budgets (for example, the municipal budget or budget of the RF subjects).
An individual who receives income from which tax has not been withheld must calculate the tax due and file a tax return. Tax returns are due by the next 30 April following the relevant tax year. An individual must pay the tax due by the next 15 July following the relevant tax year.
Domicile and residence
Russian law does not recognise the concept of domicile. Tax liability depends on residence status.
Natural persons acquire Russian tax resident status if they have resided in Russia for more than 183 days within the preceding 12 consecutive months. As a general rule, a Russian individual loses Russian tax residency automatically by being outside Russia for more than the above period. However, if there is conflict of laws on tax residency, a test (centre of life interests test) may apply to resolve it.
When a tax agent such as an employer withholds Personal Income Tax (PIT), the period of residency is calculated consecutively and related to a calendar year. If an individual calculates and pays PIT, the relevant number of days is also calculated for the relevant reporting calendar year (Article, 226, RF Tax Code).
In February 2015, the RF Federal Tax Service (FTS) issued a non-binding guidance letter relating to Russians who spend less than 183 days in year in Russia. The FTS provided that even if a natural person resides outside Russia for more than 183 days within the preceding 12-month period they can be deemed as the RF tax resident if they still have a centre of vital interests and permanent residence in Russia. This guidance reflects the FTS view and is not based on a legal provision.
Companies incorporated in Russia automatically obtain tax resident status. A foreign company can be resident in Russia for tax purposes if the effective control over the company is exercised from Russia (Amendments to the Tax Code, made in 2015 simultaneously with controlled foreign company (CFC) rules).
Taxation on exit
There is currently no exit tax.
There are no tax consequences for individuals if their Russian citizenship or tax residency terminates. However, they remain liable for any unpaid taxes and the authorities may demand interest on unpaid tax, fines and penalties. A debtor may be prohibited from leaving Russia until they pay the due amounts.
There is no concept of temporary tax residency. A temporary resident who does not qualify as a tax resident (see Question 2) is considered a non-resident.
Taxes on the gains and income of foreign nationals
There is no capital gains tax for individuals in Russia. Gains are considered to be income and subject to Personal Income Tax (PIT). PIT applies as follows:
Income gained from movable or immovable property located in Russia and capital gains from disposal of shares in Russian legal entities. The rate of PIT for tax residents is 13%, and for non-residents 30%.
Capital gains, rent or other income received from movable or immovable property located outside Russia, capital gains from disposal of shares in foreign legal entities. The rate of PIT for tax residents is 13%, and it is not applicable to non-residents.
Generally, Russian-sourced income of non-residents is taxed in Russia at the Personal Income Tax (PIT) rate of 30%. For taxation of capital gains and income (see Question 5). In some cases, a non-resident's income can be taxed at 13% PIT rate (for example, the salary of a highly qualified specialist).Withholding tax applies to many sources of income (see Question 1).
Dividends are subject to 15% PIT if they are received by non-residents from Russian companies, and are subject to 15% PIT if they are received by the RF tax residents.
Inheritance tax and lifetime gifts
There is no inheritance or gift tax. However, personal income tax (PIT) applies to certain legacies and gifts:
PIT applies to income from royalties paid to successors to IP rights (copyrights, designs and patents).
Gifts of immovable property, vehicles, securities and shares. There is a full exemption for gifts received from family members or close relatives.
There is no separate inheritance tax.
Stamp duty is payable to the notary public who administers probate. Stamp duty is a percentage of the value of the estate and varies from 0.3% capped at RUB100,000 where the beneficiary is a child, spouse, parent or full-blood brother or sister. Stamp duty for other beneficiaries is payable at 0.6%, capped at RUB1 million.
Tax free allowance
Techniques to reduce liability
Mitigation techniques are not relevant for assets located in Russia or in respect of assets where registration in Russia is required to transfer title to successors.
For assets outside Russia, a foreign will or nomination arrangement can reduce the amount of stamp duty payable to a Russian notary public.
There is no inheritance or gift tax, however:
Foreign nationals also pay tax or duty in the circumstances listed in the bullets above.
Taxes on buying real estate and other assets
Purchase and gift taxes
There is no tax on the purchase of real estate and other assets. Tax implications arise only when assets are sold. The proceeds of sale are considered income.
If a non-resident sells Russian assets or property to a Russian company, the company acts as a tax agent and must withhold personal income tax (PIT) from the payment (see Question 1).
If the non-resident is a company, value added tax (VAT) may be payable in some circumstances. The basic VAT rate is 18%.
There is no gift tax, but PIT may be due (see Question 7).
Individuals who own cars registered in Russia worth more than RUB3 million pay transport tax on higher rates equal to the standard transport tax rate multiplied by 1.1% to 3% of the tax base. Owners of private transport such as aircrafts and vessels pay transport tax depending on the engine capacity. The tax rates vary between the regions of the Russian Federation.
Natural persons who own Russian real estate pay property tax calculated on the property's cadastral value (currently close to market value). Tax rates depend on the region where the property is located, but cannot exceed 2% of cadastral value.
The minimum rate of 0.1% applies to some types of property including residential premises, houses and parking lots.
Companies pay corporate property tax. The rate depends on the region and is based on cadastral value if the taxable object is immovable property. The rate cannot exceed 2.2%.
Although in the past it was common practice to hold property via a special purpose vehicle (SPV), recent amendments to tax legislation removed most of the benefits these structures offered. For example, since 2015, the proceeds of the sale of shares (participation) or derivative financial instruments in a company in any jurisdiction are taxed in Russia if more than 50% of its assets are invested directly or indirectly in real estate in Russia.
In addition, foreign companies that directly hold real estate in Russia must disclose their beneficial owners to the RF tax authorities in their tax return.
More complex structures involving closed-share investment funds (analogous to real estate investment trusts (REITs)) are still available, but their maintenance costs are higher.
Taxes on overseas real estate and other assets
International tax treaties
Currently, the Russian Federation is party to 80 double tax treaties with jurisdictions including the USA, UK and Canada. For a full list of countries, see www.nalog.ru/rn77/about_fts/international_cooperation/mpa/dn/
Many of these double tax treaties are based on Model Agreement approved by Order of the Russian Government dated 24 February 2010 No. 84.
Wills and estate administration
Governing law and formalities
Russian law governs the succession to real estate located in Russia. Russian law also applies to the succession to certain other assets such as ships and aircraft, which, if they are registered in Russia, are deemed real estate regardless of their actual location. It is advisable to make a will for these assets, otherwise Russian statutory intestacy rules apply.
It is also strongly advisable to have a Russian will for assets such as vehicles, where title is transferred by filing with a registrar or a state authority in Russia. Otherwise, it will be complicated for an executor to collect and distribute assets under a foreign will and grant of probate.
Inheritance of immovable property is governed by the legislation of a country where the property is situated.
A will must be in writing and certified by a Russian notary. Other officials such as a consulate officer or hospital chief executive can act as a notary and certify a will. A bank officer can certify a will that only disposes of monies held in a bank account.
However, if the testator's life is in imminent danger and it is unfeasible to comply with certification formalities, the testator can make an uncertified will provided it is:
Witnessed by two witnesses.
If the testator's life is no longer in danger, he must certify the will within two months for it to remain valid.
A beneficiary under a will or intestacy can disclaim her entitlement or vary (redirect) it to another person by filing an application with a notary public within six months of the death. Neither a disclaimer nor a redirection can be partial, retracted or amended.
A beneficiary can only redirect their entitlement to other beneficiaries under the same will or intestacy. There are also other limits on the redirection of entitlements.
Validity of foreign wills and foreign grants of probate
The law that applies to a succession is the law of the jurisdiction where the testator had his or her last place of residence. There are certain exceptions (see Question 15).
Therefore, a foreign will and a grant of probate are valid if they comply with the provisions of the law of the relevant jurisdiction.
Forced heirship rules limit a testator's ability to dispose of assets (see Question 24).
If these rules apply, there may be a conflict of laws. Under a principle of public policy, Russian law may prevail.
Death of foreign nationals
The practical tasks are as follows:
Obtain the death certificate, as it is the primary evidence that death has occurred.
Resolve whether Russian rules on succession apply. If they do, locate a notary public serving the area of the deceased's last residence to administer the estate.
If there was a will, serve the notary with the original. Beneficiaries need to file applications to the notary within six months.
Report the deceased's assets to the notary.
Administering the estate
Responsibility for administering
The notary public is the key figure in the administration of estates.
Either beneficiaries or the executor can enforce a will. However, in practice, an executor is almost never appointed and the role of beneficiaries is merely to advise the notary on the assets of the estate. Accordingly, the law entitles the notary with powers to safeguard the estate if required. In most cases, administration only includes collection of information on the assets and the distribution to successors by the issue of the certificate of inheritance.
Besides that, notaries maintain a unified register of inheritance cases and wills. The register is confidential.
Administration of estates is very short. Typically, a notary public issues a certificate of inheritance after the statutory six months deadline for a successors' application to accept the estate has expired.
Wills and intestacy rules under Russian law are very straightforward as all assets vest in the successors absolutely with no trusts or other long-term implications.
Under Russian law the assets of the estate vest in the successors on the issue of the certificate of inheritance and do not vest in the executor or notary public. The executor and notary are entitled to safeguard or manage the assets if required.
Establishing title and gathering in assets (including any particular considerations for non-resident executors)?
Establishing title and gathering in assets
To acquire their share in the estate, a beneficiary must accept the share within six months after the death by either:
Filing a statement with the notary.
Deemed acceptance (that is, bringing the estate assets into their possession).
A notary or executor of a will protects and manages the estate if required.
The notary issues a certificate confirming the successor's share in the estate within six months of the testator's death. If all successors have been identified, the notary can issue the certificate earlier.
The beneficiaries who accept the estate are jointly and severally liable for the testator's debts to the extent of the inherited property value.
Procedure for paying taxes
Distributing the estate
If the testator left a will, the estate is distributed under terms of the will, subject to forced heirship rules.
For details of the forced heirship rules, see Question 24.
A will or provisions within it may be void or voidable if certain statutory provisions have not been complied with. For example, a non-certified will would be void for lack of witnesses but voidable if witnesses were unsuitable.
A beneficiary or any other person whose rights have been infringed by a will, may challenge it by filing a lawsuit with a relevant court. A will can only be challenged after the testator's death. If a will is deemed void, other previous wills or intestacy provisions apply.
Forced heirship rules apply under which the testator's minor or disabled children, his disabled spouse, parents or dependents have a right to claim at least half the share they would have received under an intestacy.
The court can limit the forced heirship share or fully deprive the heir of his share if implementing the forced heirship rule would deprive a heir-by-will of his property, which was being used by the heir-by-will or was his main source of income.
Avoiding the regime
It is not possible to avoid completely the forced heirship regime. However, the court may limit the size of the forced heirship share or fully deprive the heir of it, see Question 24.
Undignified heirs include those who wilfully and unlawfully act against the testator or a will recognised by the court. Undignified heirs have no inheritance rights under forced heirship rules, intestacy or a will.
Offshore structures, foundations and trusts, which separate the testator from his property, can lead to a reduction in the size of the estate included in the inheritance.
Assets received by successors in other jurisdictions
Generally an estate includes all property owned by the testator at the testator's death. Therefore, if assets have already been transferred to another person (for example by lifetime transfer), those assets are excluded from the estate. This does not depend on the jurisdiction of successors.
Mandatory or variable
See Question 24.
Real estate or other assets owned by foreign nationals
Russian law applies to succession of real estate located in Russia. Some assets such as ships and aircraft are deemed Russian real estate regardless of their actual location if they are registered in Russia.
If a foreign national testator had his last place of residence in Russia, Russian law will apply to the whole estate, including chattels.
Russian law has implemented the doctrine of renvoi as a statutory provision (Article 1190, Civil Code). Namely, any reference to foreign (non-Russian) law is construed as reference to substantive law excluding conflicts of law provisions, but any foreign law "send back" reference can be accepted if it refers to personal law of a natural person.
Under Russian intestacy rules, beneficiaries are divided into tiers. The members of each tier take the whole of the estate absolutely and if more than one, in equal shares. If there are no successors in the first tier available or willing to accept the estate, successors of the next tier can do so, and so on.
If the intestacy beneficiary predeceases the testator or dies simultaneously with the testator, his rights to share in the estate transfer to his descendants and are divided equally.
If there are no possible beneficiaries or in some other specific cases, for example where beneficiaries refuse to accept the estate, the property becomes the ownership of the state or a municipal entity.
Also, a will or its certain provisions may be deemed void or voidable by a court decision if certain statutory provisions have not been complied with (see Question 23).
It is very difficult to challenge adequacy of provision under an intestacy. Successors can only challenge the right to inherit from undignified heirs (see Question 25).
Type of trust and taxation
Generally, Russian law does not recognise trusts. A trustee, as the formal (registered or common law) owner of the asset is treated as the owner, regardless of the existence of the trust.
However, controlled foreign company (CFC) rules introduced in 2014 expressly recognise certain trusts as "controlled structures". This only applies for income tax payments. It means that a controlling person of a trust (structure) who is tax resident in Russia, is liable for personal income tax on any undistributed profits of the trust.
Further, recent case law demonstrates that Russian courts are more likely to recognise affiliation or related parties transactions where control is disguised by a trust or nominal shareholding.
Residence of trusts
General rules for tax residency apply to trustees. Trusts are not recognised as independent entities or a taxpayers.
Russian law does not generally recognise trusts, see Question 30. The trustee is deemed the absolute owner of the asset. However, certain statutory provisions including tax controlled foreign company (CFC) rules, antitrust and strategic investments rules, do recognise indirect control via trusts and nominal shareholdings.
A trust is not recognised as an independent entity or a taxpayer (see Question 30). Therefore, general rules for tax residency apply to trustees to establish their tax liabilities. If a trustee is a natural person and is resident in Russia for tax purposes under the rules explained in Question 1, their income subject to personal income tax (PIT) includes income the trust asset.
Does the law provide specifically for the creation of non-charitable purpose trusts?
Does the law restrict the perpetuity period within which gifts in trusts must vest, or the period during which income may be accumulated?
Can the trust document restrict the beneficiaries' rights to information about the trust?
Russian law does not recognise trusts (see Question 30). However, the Family Code has anti-avoidance provisions that allow a spouse to demand the tracing of marital assets dissipated by another spouse and held by third parties. While tracing applies generally to more straightforward cases when one spouse gifts or sells marital assets at an undervalue shortly before divorce, there have been cases when the courts have considered claims against trust assets based on these provisions.
While formally Russian law does not recognise trusts, trust assets are deemed to be property of the trustee and the beneficial interest under a trust is not deemed to be an asset of the beneficiary.
However, in certain matters (such as tax CFC rules) trusts are now expressly recognised. Case law shows that courts are more eager to recognise a beneficiary's control over trust assets or his entitlement to the same.
Charities are non-governmental, non-profit organisations established to achieve charitable goals in the interests of public or certain categories of persons.
The Civil Code and federal laws on non-profit organisations, public associations, charitable activities and charitable organisations govern charities.
Although charities are non-profit organisations, they can perform commercial activities for charitable purposes. The participants or founders of a charity, who are generally individuals or legal entities, cannot distribute income to themselves. Charities must direct any extra income or profit to charitable activities.
Charities can take several forms, including a:
Public organisation. A public organisation is membership-based and requires at least three founders.
Charitable foundation. A charitable institution can be founded by an individual or legal entity, including the state.
Charitable institution. A foundation must be established by one individual or a legal entity and be administered by a collective body.
Charitable organisations obtain charity status by incorporation, which is made by the RF Ministry of Justice decision and is evidenced by entry in the Unified State Register of Legal Entities, which is available at http://egrul.nalog.ru/.
There is no special charity regulator.
There are no benefits to individuals who set up charitable organisations. However, there are tax benefits for the charitable organisation established under Russian law and for individuals who donate to those charitable organisations, for example:
Charitable organisations do not have to include certain revenue in their taxable income. Charitable organisations are also exempt from VAT where they transfer of goods or services free of charge.
Individuals who donate to charitable organisations may apply for a Personal Income Tax (PIT) deduction (but not for more than 25% of the income received in the same tax period) and, thus, reduce their PIT.
Ownership and familial relationships
As a general rule, all income and property that is not of a specific type (for instance, compensatory payments to a spouse in case of a tort) obtained by one spouse during marriage becomes part of matrimonial property co-owned by both spouses. Generally, each spouse is entitled to half of the matrimonial property on divorce unless they have an agreement or there is a court ruling to divide it differently.
The tax code treats spouses as receiving income equally when they acquire property or money, for instance, when they sell co-owned real estate.
On the death of one spouse, the share of a deceased spouse in matrimonial property constitutes part of their estate. In an intestate inheritance, the other spouse can inherit a deceased spouse portion of their matrimonial property as a first tier heir.
Russian law only recognises a specific matrimonial regime with respect to property co-owned by spouses in marriages between a man and a woman formalised by state.
There are no special legal regimes for other forms of marriage. In those cases, all property belongs only to the partner who acquired it. If two partners acquire property jointly, it is co-owned in shares by them based on their contribution to its acquisition or on an agreement between them.
The Family Code recognises a contractual regime of matrimonial property, that allows spouses to agree contractually property rights and obligations during the marriage or after its dissolution. For example, spouses may agree that there are no co-owned marital assets and that each spouse holds his or hers assets and property personally.
Family members of a residential property owner are entitled to live in the property. Generally, family members cannot prevent the owner selling the residential property or demand any ownership right over it. In theory, civil partners can qualify for this benefit if they prove a connection with the owner equivalent to a family member.
A person is married if he or she is in a marriage registered in accordance with the law by the state. The law recognises marriages registered outside Russia, but only if the marriage would not be precluded in Russia, for example, a marriage with a close relative.
A person is divorced if their registered marriage was dissolved in accordance with the law by a registry office or a court. Russian law also recognises a divorce performed outside Russia if the divorce took place in accordance with the applicable laws of the jurisdiction where the divorce took place.
A minor is adopted when a court grants parental legal rights and obligations to an adult person who is not their biological parent.
Russian law does not distinguish between children born legitimately or illegitimately. A mother is registered as a parent based on medical documentation.
Her spouse is presumed to be the father unless otherwise proven. If the parents are not married, both parents can request the father be registered, or the court will make a decision whether to register the father, if the father requests.
Russian law does not recognise the concept of civil partnership.
A minor is a person under 18 years. A minor can own assets that he acquires, including assets acquired by inheritance.
A minor under 14 years of age may not independently enter into any transactions and will instead be represented by his parents, step parents, or guardians. Statute provides certain exceptions permitting minors to deal with certain transactions, including, petty transactions and accepting gifts that do not require registration or notary public certification.
A minor aged between 14 and 18 years can enter into transactions with the written consent of parents, step parents, guardians. However, the law allows minors to deal in certain matters themselves, including spending their salary and petty transactions.
Any minor (a person under 18 years) can own property. His parents, step parents or guardians will represent the minor. In certain cases, for example in transactions involving real estate, the state guardianship authorities must provide consent to transactions with property held by a minor.
Capacity and power of attorney
Only a court can decide that a person has lost capacity. An interested person, for example, a family member or guardianship state body must submit an application to the court for recognition of a person's loss of capacity. The court decision is a ground for the appointment of a guardian for the person who lost capacity.
Power of attorney
The law assumes the law of another jurisdiction can govern the relationship between an attorney and grantor, including over issues regarding the duration and scope of powers of attorney.
The law of the country that governs obligations under unilateral transactions is the jurisdiction where the party assuming the obligations resides, or in the cases of a legal entity, has its main place of business.
Foreign powers of attorney are recognised if they are duly legalised or apostilled.
Recently a concept of an irrevocable power of attorney has been introduced into law. An irrevocable power of attorney may be issued to ensure the performance of obligations, but only if the obligations are connected with business activity.
An irrevocable power of attorney may be revoked only:
Once the obligation for which it was ensuring have come to an end.
Where the attorney has abused their rights.
An irrevocable power of attorney can be used for long-term transfer of assets or property.
Proposals for reform
There are no current proposals directly concerning private client law, as the concept does not exist in legislation. However, tax legislation that quite substantially affects private client law changes regularly. The adoption of the CFC rules was one recent example.
There also is an ongoing major civil law reform. The reform was partly enacted in 2014, but more amendments are in the pipeline. The reform does not amend succession or family law provisions directly, but certain amendments to powers of attorney, contracts and debtor-creditor law may affect private clients.
Since 1 July 2015, new rules on individual bankruptcy have come into force. Under these rules, the court can recognise an individual with debts of more than RUB500,000 as bankrupt. Bankruptcy impacts an individual in a number of ways, including depriving the bankrupt individual of the right to hold managerial positions in companies or manage companies in other ways.
Online Federal legislation
Description. This is an official state website of legislative information that publishes the up-to-date version of legislation. The Federal Security Service of the Russian Federation maintains the web service. The web service does not provide translations of legal acts into foreign languages.
Sergei Alimirzoev, Senior Partner
Alimirzoev and Trofimov Law Firm
Professional qualifications. Degree in Russian law from Moscow State University of MV Lomonosov, Law Department an LLM from Capital University Law School in Columbus, Ohio
Areas of practice. Tax; M&A; corporate law; real estate.
Advising a widow of a major shareholder in a Russian business in respect to disputes with other shareholders, representing her in negotiations and buy-out transactions.
Advising a group of successors of major shareholder in a Russian business in respect to structuring a buy-out transaction on respect to shares inherited by young children of the deceased, as well as providing advice on wealth management and preservation of capital.
Advising various Russian and international private clients on various complex cross-border issues of succession, tax and matrimony planning.
Languages. Russian, English, French
Professional associations/memberships. IBA membership.
Publications. "The opportunities are many, but so are the risks for keen Chinese investors", China Business Law Journal, February 2013.
Ilya Aleshchev, Partner
Alimirzoev and Trofimov Law Firm
Professional qualifications. Degree in Russian law from Moscow State University of Commerce, Law Department an LLM from Pericles Law School, Moscow
Areas of practice. M&A; corporate law; private client.
Representing Russian furniture manufacturer and retailer in investment transaction with Russian investment fund, amounting to US$20 million.
Representing Russian garment manufacturer and retailer in respect to investment transaction with Russian investment fund amounting to US$10 million and subsequent exit and re-investment transaction with global investment fund with transaction amount exceeding US$20 million.
Representing major Russian IT company in connection with debt to equity investment restructuring with transaction amount US$30 million.
Representing Russian oil producing company in oil field sale transaction with transaction amount exceeding US$15 million.
Pleading for the client in a multi-jurisdictional matrimonial dispute.
Languages. Russian, English
STEP Affiliate membership.
TRACE Anti-Bribery Specialist Accreditation (TASA).
"Affidavit: Practical Considerations on Drafting and Certification" "Korporativniy Yourist" journal, May 2014.
"Conflicts of Statutory Provisions Governing Mortgage Value Calculation", Korporativniy Yourist" journal, June 2014.
"Corporate Law Reform", "Korporativniy Yourist" journal, December 2014.
"Shifting Burden of Proof in Disputes Involving Offshore Companies", "Korporativniy Yourist" journal, April 2015.