Expertise/Tax

Service

Tax Advice and Planning

The tax consequences of transactions, reorganizations, payments to owners and the organization of a group of companies, including the risk of business splitting, are assessed in advance in order to choose a structure and substantiate its business purpose.

We are most often instructed by:

  • Companies preparing a transaction or reorganization
  • Owners disposing of interests and receiving income from the business
  • Groups of companies with intra-group settlements and transactions
  • Companies and owners with an opinion from another adviser

The information on this website is provided for information purposes only and does not constitute a public offer.

What the Service Includes

Timing and Fees
–timing on request
from ₽fee on request

Timing and fees are indicative and are confirmed when the engagement is agreed.

01 / Overview
What affects the answer

Tax consequences are determined by the legal structure. The same commercial objective can be achieved through different contractual and corporate models, and their consequences differ; the structure is chosen together with an assessment of those consequences.

The business purpose of the transaction matters. The justification is prepared in advance, while the circumstances are fresh and supported by documents.

An oral answer and a written opinion serve different purposes. An oral answer is needed to make a decision; a written position is needed so that it can be presented to the company's management, an investor, a bank or the tax inspectorate.

02 / Categories
Typical Matters
  • Company transactionsSettlements, payments, transfers of assets, intra-group transactions.
  • Corporate dealsAcquisition and sale of interests and shares, investment deals, allocation of assets between the parties.
  • Changes in the ownership structureReorganization, redistribution of interests, establishment and combination of group companies.
  • Owner's incomePayments out of profits, exit from a company, disposal of interests and shares.
  • Organization of a group of companiesAllocation of functions and transactions among group members and the associated risk of business splitting.
03 / Outcome
Service Outcome
  • Answer to the question raisedThe consequences of the transaction under consideration and the courses of action available.
  • Written opinionA position describing the circumstances on which it is based.
  • Comparison of optionsPossible structures, with the tax consequences of each.
  • Justification of the business purposeMaterials explaining the business rationale for the transactions beyond the tax benefit.
  • Comments on documentsComments on the tax provisions of contracts and resolutions of management bodies.
  • Next stepsAction to be taken before and after the transaction.

The outcome of the service is the work performed within the scope agreed with the client.

04 / Preparation
What the work is built on

  1. Materials

    The work is built on the company's documents and information; the following points are relevant.

    • Substance of the questionWhat is planned or has already been done.
    • Transaction documentsContracts, resolutions of management bodies, calculations.
    • Ownership structureParticipants, interests, related companies.
    • Business indicatorsTurnover, headcount, allocation of transactions among group companies.
    • Positions previously obtainedOpinions of advisers and replies from the tax inspectorate, if any.
    • Planned transaction dateThe date by which an answer is needed.
    • Purpose of the requestA one-off answer, a written opinion or support for the project.

  2. Assessment

    On the basis of the materials, the risks, the possible solutions and their consequences are identified.

  3. Plan

    For the chosen option, a plan is drawn up: the sequence of steps, timing and scope of work.

05 / Projects
Selected Projects
01 / 02

Division of a business

Tax consequences of dividing assets on exit from a partnership

Challenge

When the partnership came to an end, the assets were redistributed between the parties. A direct division of the assets would have had significant tax consequences for both parties.

What was done

The exit structure was worked through separately and reconfigured in the light of the legal characterization of each transaction and its tax consequences. The balance of the parties' interests was preserved in the process.

Foreign Trade Contracts

Tax and currency aspects of international sale contracts

Challenge

A Chinese company required a legal review of contracts for the international sale of goods between China and Russia.

What was done

Alongside the applicable law, the delivery terms (Incoterms) and the dispute resolution procedure, the currency and tax aspects of the contracts were analysed. The risks were identified and eliminated before signing.

06 / Questions
Frequently Asked Questions

That specific transaction is examined: the circumstances, the documents and the intended actions.

The conclusion relates to what has been examined and is not extended to other transactions. If the analysis shows that the question is connected with other transactions, this is pointed out immediately.

The position itself and the documents on which it is based are examined.

An assessment is made of whether it answers the question raised, which circumstances it does not take into account and which of them change the conclusion.

An assessment is made of how the allocation of transactions among group members appears from the tax inspectorate's perspective and what explains it apart from the tax benefit.

Signs of business splitting do not in themselves predetermine the conclusion: the tax inspectorate assesses, on the totality of the circumstances, whether the activities are carried on as a single business, so the justification is supported by documents. An assessment is also made of what in the existing arrangements can still be changed and what can no longer be.

While the transaction parameters can still be changed: at that stage there is a choice between structures.

Once the documents have been signed, the consequences and the further steps available are assessed, and the range of options narrows.

An hourly rate, a fixed fee or a combined model is used; in some cases part of the fee depends on the outcome achieved. The fee is determined by the time actually spent, the complexity of the matter and the overall timeframe of the project, and is agreed before work begins.

Key Contacts
Deni Murdalov Deni Murdalov Partner, PhD (Law), LL.M.

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Other Services in This Practice
Tax Audits and Disputes CFCs and International Taxation Tax Incentives and Investment Regimes Documents and Consultations

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