December 5, 2022

Volume XII, Number 339

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December 02, 2022

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Accounting Requirements to Change in Russia

Federal Law No. 402-FZ "On Accounting" will take effect January 1, affecting most Russian businesses.

On 6 December 2011, Russia announced a new law that will change certain rules relating to accounting. The old law on accounting, which was adopted more than 15 years ago, contained a number of outdated requirements and did not meet the needs of the current business environment. Federal Law No. 402-FZ "On Accounting" (the New Law) will take effect on 1 January 2013, affecting most Russian businesses. The most significant changes are listed below.

General Director May Not Double As Chief Accountant

Russian companies typically have two positions: the general director (or chief executive officer) and the chief accountant. Under current law, one individual may perform both roles, but the New Law will prohibit this practice. Accordingly, Russian companies will need a second person to act as an accountant, or they will need to engage an outside expert (who may be an individual or a company) to perform this service.

Small- and medium-sized businesses are exempt from this rule and may continue to have one person perform both roles. To qualify as a small- or medium-sized business, a company must meet a number of requirements, including the following: (a) foreign ownership may not exceed 25%, and (b) ownership by other companies that are not themselves small- or medium-sized businesses may not exceed 25%. Unfortunately, due to these requirements, we expect that many of our clients may not qualify for the exemption.

Qualifications for Chief Accountants

The New Law imposes certain minimum qualifications for persons serving as chief accountants of open joint-stock companies, insurance companies, pension funds, management companies of mutual funds, and listed companies. The qualifications are as follows:

  • A university degree
  • At least three years of experience in accounting or auditing within the last five years or, where a person holds a degree other than in the accounting or audit fields, at least five years of such experience within the last seven years
  • No past convictions for business-related crimes

These rules do not apply to chief accountants who are employed before 1 January 2013 but will apply to all new hires.

End of Quarterly Reports

Currently, Russian companies must submit quarterly accounting statements to the Federal Tax Service. The New Law and corresponding amendments to the Russian Tax Code will now require only annual accounting statements, which must be sent to both the Federal Tax Service and the Federal Statistics Service. It is expected that the requirements for the contents of the reports will also change; however, new reporting guidelines have not yet been approved.

Implications

All companies that do not qualify as small- or medium-sized businesses and that have their general directors performing the functions of the chief accountant will have to appoint a chief accountant (or another person responsible for book keeping) or engage an accounting service provider starting 1 January 2013.

Copyright © 2022 by Morgan, Lewis & Bockius LLP. All Rights Reserved.National Law Review, Volume II, Number 276
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About this Author

Anastasia Dergacheva, Morgan Lewis, Technology Attorney
Partner

Anastasia Dergacheva counsels major Russian and international companies across multiple industries, including telecommunications, media and entertainment, and technology. Anastasia’s practice focuses on mergers and acquisitions, licensing, outsourcing, and general commercial transactions. Anastasia also advises clients on various regulatory aspects of mass media, IT business, e-commerce, and data transfers. As a part of her pro bono practice, Anastasia regularly counsels charities and individuals on various aspects of nonprofit laws.

+7 495 212 2516
Brian Zimbler, Morgan Lewis, Corporate finance lawyer
Partner

Brian L. Zimbler advises on mergers and acquisitions, joint ventures, and corporate and financial matters. He has more than 25 years' experience with international transactions, having practiced in London and Moscow, and is dual qualified as both a US attorney and a solicitor in England and Wales. Brian represents clients in a wide range of industries including technology, media and entertainment, energy, and life sciences.

Prior to joining Morgan Lewis, Brian was a partner in the corporate practice of another international law firm. He is fluent in French and...

202 739 5650

Our Business and Finance Practice is composed of more than 350 lawyers who focus on mergers and acquisitions—including joint ventures, spin-offs, and strategic alliances—private equity, private investment funds, finance, restructuring, capital markets, corporate governance, emerging business matters, outsourcing, and tax. We have lawyers in offices across the United States and in London, Paris, Frankfurt, Beijing, and Tokyo.

215-963-5000
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