Core Viewpoint - Russia's unique market position and resource advantages make it a significant destination for outbound enterprises, but strict regulations on business fragmentation pose serious compliance challenges for these companies [2] Group 1: Definition and Regulatory Logic of Business Fragmentation - Business fragmentation in Russia refers to the act of splitting a single business entity into multiple legal entities to gain improper tax benefits, which is closely monitored by tax authorities [3] - The core regulatory logic focuses on identifying the commercial rationale behind fragmentation; if the split lacks genuine business needs and is solely for tax avoidance, it will be deemed illegal [3] Group 2: Key Indicators for Tax Authority Recognition of Business Fragmentation - Enterprises should be aware of 18 key indicators that may trigger tax audits, including: - Multiple entities under special tax regimes with closely aligned operational metrics [4] - High interrelation of business activities among entities pointing to a single operational goal [4] - Shared resources and personnel across entities, indicating a lack of operational independence [4] - Financial and establishment patterns that suggest a lack of genuine business purpose [4] Group 3: Legal and Tax Responsibilities of Business Fragmentation - If deemed illegal, enterprises face comprehensive accountability, including: - Administrative penalties where tax authorities may consolidate revenues of fragmented entities and recalculate taxes owed [5] - Bankruptcy proceedings if the enterprise cannot settle tax debts, with participants in the fragmentation scheme facing joint liability [6] - Criminal liability for responsible individuals if tax debts exceed 15 million rubles [7] Group 4: Successful Legal Defenses in Business Fragmentation Cases - Not all business splits are illegal; several enterprises have successfully defended their fragmentation by demonstrating: - Business independence among entities with no significant overlap in operations [8] - Reasonable functional division aimed at maintaining market competitiveness [8] - Operational independence despite shared accounting services [8] - Compliance with market needs through appropriate business adaptations [8] Group 5: Circumstances to Mitigate Liability - Enterprises may apply for reduced penalties if they demonstrate: - Serious financial difficulties while actively contributing to public welfare [9] - Proactive tax compliance during audits by settling all owed taxes and penalties [9] Group 6: Compliance Recommendations for Enterprises Operating in Russia - Conduct preemptive compliance assessments with local legal and tax experts to ensure business fragmentation has a legitimate commercial basis [10] - Maintain comprehensive evidence of business independence and functional necessity for each entity [11] - Establish a risk monitoring mechanism to regularly review compliance with tax authority indicators [12] - Prepare crisis response strategies based on successful legal defenses to mitigate potential liabilities [13]