How to sell IT services from Russia to the EU/USA while remaining unnoticed by sanctions and activists?
Example No. 1. You are the owner of an IT company in Russia and provide services to customers/licensees in the EU or USA. There are existing customers and two problems: (a) payments to Russia do not go through and (b) there is a desire to hide the ownership of a Russian company “just in case.”
Example No. 2. You are the owner of a company engaged in industrial automation. Equipment suppliers are from the EU, and buyers are in Russia. You are not on the action lists, like your customers, but unknown “activists” write to your email and are interested in how you buy equipment from Europe and import it to Russia. Such “chain letters” come as a result of analyzing open data from the Unified State Register of Legal Entities and customs service databases purchased on the darknet.
The goals of the founders in both cases:
(a) continue to provide services for software support and resale of licenses to the EU and US markets from Russia, continue the purchase of equipment and (b) hide the connection of ownership of the Russian company.
The first goal is solved or through opening a transit account for a legal entity. persons in Kazakhstan (described here), or through the opening of a branch of a Russian legal entity. persons in Kazakhstan.
The second can be solved in two ways
Samurai – you create a LLP in Kazakhstan/LLC in Uzbekistan and make it the head of the nominal. Not the most reliable option, since the civil legislation of Kazakhstan does not even provide for the concept of “nominee director” and does not regulate his responsibility to the beneficiary.
The nominee has the “right of first signature”, i.e. has access to bank accounts and has the right to dispose of funds. Simply put, nothing prevents him from taking the money and disappearing. And intermediaries providing the services of nominee directors will not give you any guarantees of repayment of losses.
Reasonable – you leave your LLC through a corporate agreement.
A corporate agreement is an agreement between LLC participants and/or third parties on the procedure for managing the company (see link). It is wonderful because it is confidential and is not even submitted to the tax office.
You leave the co-founders, leaving a nominal person in this position. Next, you enter into a corporate agreement and/or a convertible loan agreement with the nominee in favor of the company. In case of violation of the procedure for managing the company, the nominee faces fines under the corporate agreement, and a convertible loan will allow you to instantly return the rights to the share in the LLC if “something goes wrong.”
The bottom line is that you have actual control over the LLC in the complete absence of data about you in the Unified State Register of Legal Entities.
I am happy to help on transactions, contracts, corporate relations and litigation in the Russian Federation, Kazakhstan and international arbitrations.
Sincerely yours, legal consultant
Vasyukov Ivan
@IvanLawyer1990
“Business in Kazakhstan”, “Moscow lawyer in Kazakhstan”, “Legal support”, “Business relocation to Kazakhstan and Central Asia”.
