Business and Commercial Law

Companies from the United States that trade with Russian partners, hold shares in a Russian LLC or run a branch in Moscow need legal support under Russian law. It covers contracts with local counterparties, corporate governance of the Russian entity, commercial disputes in arbitrazh courts and routine steps that prevent claims from tax and regulatory bodies.

Attorney Elena Petrova, Moscow Bar, advises foreign owners and managers remotely. Documents are prepared in Russian with English summaries, so decision makers in California understand what they sign.

Commercial Agreements With Russian Partners

Supply, distribution, agency and service agreements make up most of the work. Russian law allows parties to choose foreign law in cross-border contracts, but many Russian counterparties insist on Russian law and a Russian court. The attorney explains what that choice means in practice.

Key clauses deserve attention: currency of payment and exchange rate risk, delivery terms, acceptance procedure, penalties and grounds for termination. Contracts involving sanctioned goods or payment routes need a separate compliance check before signing.

Running a Russian Company From Abroad

Most foreign investors use a limited liability company (OOO). The charter, the rights of participants and the powers of the general director are set by the Federal Law on LLCs and the charter itself. A well drafted charter prevents deadlock between shareholders.

Typical corporate tasks include:

• setting up or restructuring an OOO, changing participants and share sizes;
• approving major and interested-party transactions;
• drafting a corporate agreement between participants;
• appointing and dismissing the general director;
• holding the annual meeting and keeping minutes in the required form.

Changes to participants and to the charter are registered with the tax authority, and a transfer of shares in an OOO generally requires a notary.

Commercial Disputes in Arbitrazh Courts

Disputes between businesses go to state arbitrazh courts, not to international arbitration unless the parties agreed on it. Before filing most money claims, the claimant must send a written demand and wait 30 calendar days, unless the contract sets another period.

Preventing Claims Before They Arise

Many disputes can be avoided by checking a counterparty before the first deal. The attorney reviews registry data, court cases, enforcement proceedings and signs of a shell company. This also reduces tax risk, since the tax service may deny VAT deductions on deals with unreliable partners.

Regular review of standard contracts and internal documents keeps them in line with legal changes. A short audit once a year is usually enough for a small Russian subsidiary.

Directors and Owners: Personal Liability

A general director is liable for losses caused to the company by bad faith or unreasonable actions. In bankruptcy, controlling persons may be held liable for the company's debts. Foreign owners should know who in their structure qualifies as a controlling person and how to document decisions to reduce that exposure.

Currency and Sanctions Considerations

Payments between Russian and foreign companies are subject to currency control and to restrictions introduced in recent years. These rules change often. Before any transaction the attorney checks the current regime and the approvals it may require.

Requesting Commercial Support

Send a description of your business in Russia, the documents at issue and your timeline. The attorney will propose the scope of work and the order of steps.

The main channel of communication with the attorney is email: attorneypetrova1@gmail.com.