Transcript RUSSIA & CIS Private Clients Working with clients from

Working with clients from Ukraine:
Inbound and outbound investments
Riga
27-28 September 2012
Irina Paliashvili
CONTENT
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Country profile and investment climate
Ukrainian antitrust regulation
Confidential information
Money-laundering regulation
Anticorruption regulation
Ukrainian taxes
Double taxation avoidance treaties
Cyprus, the Netherlands, Switzerland: bilateral treaties with
Ukraine
Tax information exchange
Offshore jurisdictions
Tax liability
Currency regulations
Dual citizenship
Family law, inheritance in Ukraine
Real estate
Recognition of decisions of foreign tribunals in Ukraine
COUNTRY PROFILE AND INVESTMENT CLIMATE
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Ukraine is the second largest country in Europe after Russia by size;
The population of Ukraine is 45.6 million people;
GDP for 2011 was US $165bn. GDP growth over 2011 accelerated visibly to 5.2%
compared with the 4.2% upturn in 2010. Domestic consumption and investments
were the major driving forces of the GDP performance in 2011; Head of State
Statistics Committee Osaulenko predicts GDP growth for 2012 of more than 2%
(Bloomberg consensus forecast of 3.0%);
The Ukrainian currency, which had been pegged at a rate of 5:1 to the U.S. dollar,
was devalued to 8:1 and since 2010 was stabilized at that ratio, but a moderate
correction in the exchange rate is expected in 2012; hryvnia depreciation will likely
not start before the October parliamentary elections because the exchange rate in
Ukraine is an influential political indicator;
The reduction of inflation from 8% in 2010 to 4.6% as of the year-end 2011 was
unexpected by the market and was achieved by administrative price control.
Therefore it is evident that inflation risks are still high in 2012;
In 2010 IMF approved US$15.1bn stand-by loan to support government’s economic
adjustment and reform program, but only around $5 billion was received because
the new program was frozen at the stage of the second review in spring 2011;
subsequent disbursements are postponed; among the conditions for the
resumption of financing are a hike in gas prices for households, greater flexibility
of the exchange rate, achieving the planned budget deficit size, and the
fulfillment of a number of objectives in the banking sector;
EURO-2012 was a strong catalyst;
Significant dependence on performance of export-oriented sectors;
Political and economic uncertainties due to the upcoming parliamentary elections
in October 2012
UKRAINIAN ANTITRUST
REGULATIONS
TRANSACTIONS THAT MAY BE SUBJECT TO
ANTITRUST PRIOR APPROVAL
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merger or consolidation of a business entity
acquisition of direct/indirect control over a business entity:
direct or indirect acquisition, obtaining of ownership of, or management over, the shares
(participating interest) of the business entity, if such acquisition results in the obtaining
of over 25 % (but under 50%) or 50% (or over 50%) of the voting rights of the target
business entity
establishment of a JV
acquisition of title, to assets comprising the integral property complex or its part
(structural subdivision), as well as the rent, lease, concession or acquisition by other
means of the right to use such assets, including the acquisition of such assets from a
business entity being liquidated
appointment/election to the senior management position of an individual who already
holds a similar level position in another legal entity;
causing the cross-over of more than half of the members of the supervisory board,
management, or another supervisory or executive body of two or more business entities
THE LIST IS NOT EXHAUSTIVE
THRESHOLDS FOR TRANSACTIONS SUBJECT TO PRIOR
APPROVAL BY THE ANTIMONOPOLY COMMITTEE OF
UKRAINE (AMCU)
(a) the combined worldwide total asset value or aggregated sales turnover for the last
financial year of all participants in the concentration, taking into account their relations
of controls, exceeds €12 million; and
(b) the worldwide total asset value or aggregated sales turnover for the last financial year
of at least two participants of a concentration, taking into account their relations of
controls, exceeds €1 million; and
(c) the total asset value or total sales of goods in the Ukraine for the last financial year of
at least one participant in a concentration, taking into account its relations of controls,
exceeds €1 million;
OR, irrespective of the above thresholds,
one or all the participants of the concentration-together with controlled or controlling
entities have a market share which exceeds 35% of this or an adjacent product market
INFORMATION THAT MUST BE DISCLOSED TO
THE AMCU
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Detailed description of the transaction
Calculation of the aggregate value of assets and sales in the last fiscal year
Data about the parties to the concentration, their control relations
Information on significant shareholders (10% and more): ownership structure up to
their beneficial owners i.e. individuals who are substantial shareholders
Information about principal activities in Ukraine including market shares
Lists of members of supervisory councils, other managing bodies
Lists of individuals who are spouses, parents, children or siblings who are authorized to
vote in the supreme management body
Foundation documents, registration certificates, transaction documents
Other specific documents that the AMCU requests to be provided, which depend on the
nature, type and specifics of the concentration
AMCU HAS THE RIGHT TO REQUEST ANY DOCUMENT/DATA IT DEEMS
NECESSARY FOR CONSIDERATION OF AN APPLICATION
Special procedure for filing confidential information: may be filed separately in an
envelope, must be marked as “CONFIDENTIAL DATA” on each page
CONFIDENTIAL INFORMATION
CONFIDENTIAL INFORMATION
 personal data
 commercial secret
 secrecy of correspondence
 advocate secrecy
 bank secrecy
 notary secrecy
 audit secrecy
DISCLOSURE IS ALLOWED:
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Based on the consent of the owner of information
Based on the authority of the law enforcement bodies:
(1) in the course of operative investigations prior to opening criminal case
- if data on law breach that entails criminal liability is available: upon decision of the head/deputy
head of respective operative division - law enforcement authorities have the right to get acquainted only
on site with documents and data describing companies’ activities, make copies thereof
- upon court decision – request such documents and data, as well as data on the suspects’ way of life,
their income sources, etc.
- upon court decision to prevent crime or to determine the truth during investigation of a criminal
case if information cannot be obtained otherwise: law enforcement authorities have the right to enter
into premises secretly, collecting information from information channels, secret control over
correspondence, etc.
(2) in the course of a criminal case
- upon investigator’s substantiated written decision – the right to request documents
- upon court decision – the right to request documents containing bank secret, from individuals’
apartment /other dominion, originals of source financial-economic/ bookkeeping documents
- upon investigator’s substantiated written decision under prosecutor’s sanction - to conduct search in
the premises
- upon court decision - to conduct search in individuals’ apartment /other venue
No authority is allowed to demand disclosure of advocate secret from an advocate.
MONEY LAUNDERING
REGULATIONS
ANTI-MONEY LAUNDERING REGULATIONS
180 days rule - requirement for the return of currency revenue: payments for
goods/services exported by Ukrainian residents must be received by them within 180
days after delivery of goods/performance of services. Import of goods/services, paid in
advance by Ukrainian residents, must be received by them within 180 days after they
made the advanced payment.
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2010-2011 - Important amendments to Ukrainian regulations (under FATF
recommendations):
- Tighten control over financial operations
- Raise the amount of transactions subject to financial monitoring from UAH 80’000 to
UAH 150’000
- During the incorporation of a Ukrainian company the founders - legal entities must
disclose their ownership structure up to their beneficial owners i.e. individuals who are
substantial shareholders in those companies (if the Ukrainian company changes the
owner(s), then such a disclosure is not required).
- Restrictions regarding insider information
- Counteracting financing of terrorism
- Restrictions on manipulation on stock market
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28 October 2011 – Ukraine was removed from FATF “black list” for improving its
AML/CFT regime and:
- Ukraine is no longer subject to FATF monitoring and cooperates with European
Committee MONEYVAL on an ordinary basis
- it is easier to do business with financial systems of countries labeled FATF-compliant,
(U.S., U.K., etc.)
- Ukraine needs to further improve its regulations according to new/developing FATF
standards
ANTICORRUPTION
REGULATIONS
ANTICORRUPTION REGULATIONS
• On 1 July 2011 new anticorruption Laws took effect:
• Law of Ukraine No. 3206-VI "On the Fundamentals of Corruption
Prevention and Counteraction" dated 7 April 2011
• Law of Ukraine No. 3207-VI "On Amending Certain Ukrainian
Legislative Acts Pertaining to Liability for Corruption Offences" dated
7 April 2011
• New categories of individuals subject to anticorruption restrictions
• New kinds of restrictions (gifts, services, etc.)
• New criminal and administrative offences
INDIVIDUALS SUBJECT TO ANTICORRUPTION
RESTRICTIONS
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Persons authorized to perform responsibilities of the State or local self-governed
bodies:
the President of Ukraine, Ministers, People's Deputies of Ukraine, Deputies of the Verkhovna
Rada of the Autonomous Republic of Crimea, Deputies of local councils, Public servants and
officials of local government, Military officers, Judges, officers and officials of public authorities, etc.
2. Persons regarded as being authorized to perform the responsibilities of the State or
local self-governed bodies:
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Officers of public-law legal entities who receive their salary from the State or local budget
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Individuals rendering public services (auditors, notaries, and appraisers, as well as experts, arbitration
managers, independent brokers, members of labor arbitration tribunals, arbitrators in the time of
performance of these functions, other persons in cases established by law)
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Officials of foreign states, international organizations
3. Persons who hold permanently or temporarily positions of organizational-executive or
administrative-economic functions, or the persons specially authorized to perform such
duties in private law legal entities irrespective of their corporate form pursuant to the law;
4. Officers of legal entities and individuals - if an unlawful benefit is received from them or
through their involvement by the persons listed in cl. 1 - 2;
ANTICORRUPTION REGULATIONS
MAIN RESTRICTIONS
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prohibition to use official powers with the purpose of gaining illegal benefit /the acceptance of
a promise / offer of such a benefit for themselves or other persons
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restrictions for the persons authorized to perform responsibilities of the State or local selfgoverned bodies to be engaged in other paid or entrepreneurial activities (apart from teaching,
scientific, and creative activities, medical practice, and sports coaching and referee practices)
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restrictions for persons authorized to perform responsibilities of the State or local selfgoverned bodies after resigning from position
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restrictions as to acceptance of gifts
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prohibition to refuse to provide individuals /legal entities with the information that must be
provided under the law
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Obligation of government official to submit declaration concerning the property, income,
expenses, and obligations of financial nature for the previous year, annually by April 01, at the
place of their employment (service), but this obligation not applicable to relatives
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individuals/legal entities are not allowed to provide goods and services to public authorities or
local self-governed bodies free of charge
UKRAINIAN TAXES
UKRAINIAN TAXES
• The Ukrainian tax system is one of the most burdensome in the world.
• In a tax systems ratings, Ukraine is usually placed well down the list.
• The Ukrainian tax system is developing.
• The Ukrainian tax reform is not sufficiently effective.
UKRAINIAN TAXES – BRIEF OVERVIEW
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Individuals - tax residents are taxed on worldwide income; residency is determined by several criteria,
among them the 183 days residency requirement. Both resident and non-resident individuals are taxed at
flat tax rates of: 15% or 17% (depending on the level of income). Shareholder-Relief System: tax rate for
dividends - 5% (including dividends from foreign sources)
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Corporate profits are subject to 21% tax in 2012. The tax rate will be gradually reduced to 19% by 2013, and to
16% by 2014. Various “single unified tax” options are available for small and medium size businesses.
Dividends from non-residents: currently 23%, will be gradually reduced to 16% (by 2014). Participation
exemption of 0% for dividends from residents and controlled (non-offshore) non-residents.
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Loss carry forward – unlimited, no loss carry back
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Withholding tax is 15 % (dividends, income from sale of shares, royalties, interests, certain other incomes)
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No capital gains
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Inheritance tax depends on the object to be inherited, kinship and residency (0% / 5% / 15%)
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Tax consolidation provided
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The VAT rate is 20% and is to be reduced to 17% by 2014. No reduced rate
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Double Tax Treaty Network (over 60 DTTs): reduction /elimination of WTH taxation/refund of extra tax
DOUBLE TAXATION AVOIDANCE
TREATIES
UKRAINE’S DOUBLE TAXATION AVOIDANCE TREATIES
Austria
Georgia
Libya 2010
Syria
Azerbaijan
Germany
Lithuania
Slovakia
Algeria
Greece
Macedonia
Slovenia
Armenia
Hungary
Malaysia USSR DTAA
Spain USSR DTAA
Belgium
Iceland
Morocco 2009
Switzerland
Belorussia
India
Moldova
Sweden
Brazil
Indonesia
Mongolia
Tajikistan
Bulgaria
Iran
Montenegro
Thailand
Canada
Israel
the Netherlands
Turkey
China
Italy
Norway
Turkmenistan
Croatia
Japan USSR DTAA
Pakistan 2011
United Arab Emirates
Cyprus USSR DTAA
Jordan
Poland
UK
Czech Republic
Kazakhstan
Portugal
USA
Denmark
Republic of Korea
Romania
Uzbekistan
Egypt
Kuwait
Russian Federation
Vietnam
Estonia
Kyrgyz Republic
Republic of South Africa
Finland
Latvia
Serbia
France
Lebanon
Singapore 2009
CYPRUS, THE NETHERLANDS,
SWITZERLAND: BILATERAL
TREATIES WITH UKRAINE
CYPRUS, THE NETHERLANDS, SWITZERLAND:
BILATERAL TREATIES WITH UKRAINE
AREA
CYPRUS
The NETHERLANDS
SWITZERLAND
Legal assistance in civil cases
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Avoidance of double taxation
of incomes and property
Legal assistance in criminal
cases
Promotion
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mutual
protection of investments
Readmission of
illegally
staying persons
Combating
money
laundering and crime
Cooperation in the area of
competition policy
Legalization
of
official
foreign documents
Kyoto Protocol on climate
change
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CYPRUS, THE NETHERLANDS, SWITZERLAND:
BILATERAL TREATIES WITH UKRAINE
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Uniform law for bills of
exchange
and
promissory notes
Economic,
scientific,
technical and industrial
cooperation
Energy community
CYPRUS
The NETHERLANDS
SWITZERLAND
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Cancellation of visas for
holders of diplomatic
and service passports
Culture
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Tourism
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Trade
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International
highway
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Establishment of visafree regime for entrance
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USSR-CYPRUS AGREEMENT ON AVOIDANCE OF
DOUBLE TAXATION
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In general, old USSR agreements for the avoidance of double taxation are valid in
Ukraine until new agreements are made and take effect.
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the USSR-Cyprus Agreement (signing date: 29.10.82) is still in effect
the Agreement is applicable to the persons who are treated for tax purposes as having
permanent residence in one or both States
the Agreement is applicable to national and local taxes levied in accordance with the
laws of each State
incomes derived in one State by a person that has permanent residence in the other
State are only taxable in the first State if derived through a permanent representative
office located there and only to the extent covering the operations of the permanent
representative office
tax exemptions apply to any incomes that arise in Ukraine or Cyprus, including
dividends, interest, royalty, property alienation proceeds, etc., that are remitted from
one country to the other one, except for some taxes levied on individuals and permanent
representative offices’ incomes
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Note: a new Bill concerning the denouncement of the USSR-Cyprus Agreement was
submitted to the Verkhovna Rada (Parliament) of Ukraine on 7 June 2012. The Bill is
currently pending in the Rada committees.
TAX INFORMATION
EXCHANGE
TAX INFORMATION EXCHANGE: GROUNDS
Multilateral treaties
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Joint Council of Europe/OECD Convention on Mutual Administrative Assistance in Tax Matters (1988)
Agreement between the States-Members of the CIS on Cooperation and Mutual Aid Regarding
Observance of Tax Legislation and Combating Infringements Thereof (1999)
European Convention on Mutual Assistance in Criminal Matters (1959) with additional Protocol of 1978
Bilateral Double Taxation Avoidance Treaties (69 countries)
Special Bilateral Agreements With Tax Authorities:
Azerbaijan
Lithuania
Poland
Belgium
Moldova
Slovakia
Estonia
the Netherlands
USA
National Regulations (mostly adopted by the State Tax Administration):
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Procedure of Information Exchange Pursuant to Special Requests
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Procedure for Implementing Cooperation Between Trade and Economic Missions of
Diplomatic Institutions Abroad and the State Tax Administration of Ukraine
Ukraine's
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TAX INFORMATION EXCHANGE:
INFOMRATION SUBJECT TO EXCHANGE
Types of tax information exchange
• per request
• automated (periodic)
• spontaneous exchange
• simultaneous tax checks
The following information regarding taxpayer may be subject to exchange
• residence status of an individual or a legal entity,
• taxpayer status of the legal entity,
• income type in the country of origin,
• officially declared revenues and expenses,
• bank information,
• financial reports,
• accounting information,
• information on prices under contracts,
• names and addresses of company management and employees etc.
OFFSHORE JURISDICTIONS
DISINCENTIVES FOR PAYMENTS TO BLACKLISTED
OFFSHORE JURISDICTIONS
The Ukrainian CPT payer is restricted in accounting its payments as taxdeductable costs if those are paid to a company located in a blacklisted
offshore jurisdiction.
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Not tax-deductable
Marketing services/works
Consulting services/works
Advertising services/works
Engineering services/works
Royalties
Tax-deductable in the amount of 85% of the payment
 all other payments to a company located in a blacklisted offshore jurisdiction
BLACK LIST OF OFFSHORE JURISDICTIONS
British Insular Regions
Africa
Caribbean Region
Alderney
Liberia
Anguilla
Guernsey
Seychelles
Antigua and Barbuda
Jersey
Isle of Man
Aruba
Pacific Region
the Bahamas
Vanuatu
Barbados
Middle East
Marshall Islands
the Bermudas
Bahrain
Nauru
British Virgin Islands
Niue
U.S. Virgin Islands
Central America
Cook Islands
Grenada
Belize
Samoa
Cayman Islands
Montserrat
Europe
South Asia
Netherlands Antilles
Andorra
Maldives Republic
Puerto Rico
Gibraltar
Saint Vincent and Grenadines
Monaco
Saint Kitts and Nevis
Saint Lucia
Commonwealth of Dominica
Turks & Caicos Islands
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TAX LIABILITY
TAX LIABILITY
Criminal liability of company official/individual
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Liability threshold 53,650 EUR.
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Criminal fines ranging 1,700 EUR up to 42,500 EUR
+ restriction to hold certain positions or exercise certain activities up to 3 years
+ confiscation of property
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Not applicable if taxes and fines are paid prior to the individual being charged
Administrative liability of company official/individual
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Fines up to 34 EUR
Financial Liability of the company
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Most fines range up to 102 EUR
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Violation of rules of amending tax declarations:
fine - 5% of the amount of tax due reduction
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Lowering of tax dues or increase of the VAT compensation:
fine - 25% of the unpaid tax amount, 50% thereof if repeated
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Violation of rules of charging, withholding and payment of taxes at the payment source
25%, 50%, or 75% of the unpaid tax amount
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A penalty (interest) is applied to the undue tax payments at the rate of 9% yearly
fine -
CURRENCY REGULATONS
GENERAL FOREIGN CURRENCY REGULATONS
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Overregulated and archaic currency regime
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Foreign currency allowed in economic transactions of Ukrainian residents with nonresidents
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Licenses are issued by the National Bank of Ukraine (NBU) to allow banks and financial
institutions to perform foreign currency transactions
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Registration/prior expertise of certain services contracts
» contract on works/services/royalties the payment under which
exceeds 100,000 EUR requires an evaluation
» loans made to a Ukrainian entity by a foreign entity, including intercompany loans
180 days rule - requirement for the return of currency revenue: payments for
goods/services exported by Ukrainian residents must be received by them within 180
days after delivery of goods/performance of services. Import of goods/services, paid in
advance by Ukrainian residents, must be received by them within 180 days after they
made the advanced payment.
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CROSS-BORDER TRANSFER LIMITATIONS
Individuals may perform only non-trade and non-investment cross-border transactions
without a license from NBU.
A Ukrainian individual may (without opening a bank account):
send 15000 UAH (~1500 EUR) per bank day
receive 50000 UAH (~5000 EUR) per bank day
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A Ukrainian resident must receive an NBU one-time individual licenses for:
placement of currency valuables in bank accounts abroad
transferring foreign currency for payments in foreign currency abroad
making investments abroad
making a loan abroad
A foreign contract on works/services/royalties, the payment under which exceeds
100,000 EUR, requires a prior expert evaluation by the State Information-Analytical
Centre for Monitoring Foreign Commodity Markets.
DISCLOSURE OF COMPANY
BENEFICIARY OWNERS
Legal entities must disclose their ownership structure up to
their beneficial owners i.e. individuals who are substantial
shareholders (10% and more) in those companies, during the
incorporation of a Ukrainian company.
DUAL CITIZENSHIP
DUAL CITIZENSHIP IN UKRAINE
• Dual citizenship is forbidden de jure, but is widely spread de facto.
• Ukraine is powerless against the persons of dual citizenship.
• Government believes that dual citizenship problem threatens national
security of Ukraine.
• Amendments to the legislation - a distracting step that does not solve
the dual citizenship problem. The bill that stipulates penalties for dual
citizenship was registered with the Verkhovna Rada in February 2012.
Consideration of this bill was postponed for an indefinite period of
time.
FAMILY LAW
INHERITANCE IN UKRAINE
FAMILY LAW ISSUES
• Joint spousal property
• Specifics of joint spousal property disposal
• Recognition of pre-marriage and marriage agreements
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Existing and future property rights
The scope of children’s rights cannot be less than statutory
“Extremely unfavorable position” of a spouse
• Corporate rights
• Foreign companies– remedy against marital and family risks
INHERITANCE IN UKRAINE
• General inheritance matters
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Inheritance structure
Inheritance types
Order of heirs
Exercising the right to inherit
Inheritance acceptance timeframe
• Inheriting corporate rights
• Recognition and enforcement of judgments
• Minimizing inheritance risks via foreign structures
REAL ESTATE
REAL ESTATE
• Foreign individuals and legal entities have the same rights as
Ukrainian individuals and legal entities in acquisition of real estate,
except for agricultural land
• Single State Register of Property Rights to be operative in 2013
• Moratorium on sale of agricultural land has been extended
• Formalization of titles to real estate
• Taxes
TRUSTS AND NON-CHARITABLE FUNDS
• Management of property as defined by Ukrainian law
• Trust companies
• Mutual funds in the sphere of construction
• Collective Investment Institutions
Note: a new Law "On Collective Investment Institutions“ will restate the current
Law "On Collective Investment Institutions (Unit Investment Funds and
Corporate Investment Funds)“ on 1 January 2014.
• Consultancy instead of trust management
RECOGNITION OF
DECISIONS OF FOREIGN
TRIBUNALS IN UKRAINE
RECOGNITION OF DECISIONS OF FOREIGN
TRIBUNALS IN UKRAINE
Subjects to recognition and execution in Ukraine are:
1. Decisions of the international commercial arbitrations made in the
territory of other states than Ukraine, but which are the subject to
execution in Ukraine (i.e. execution of foreign arbitral awards) – based
on international treaties and conventions.
2. Decisions of courts of the foreign states, which are subject to
execution in Ukraine - based on international treaties and
conventions, or based on reciprocity.
BILATERAL AGREEMENTS
Ukraine has concluded bilateral international agreements:
• on legal assistance in civil, family and criminal cases with Latvia,
Lithuania, the CIS countries;
• on legal assistance in civil and criminal cases with Vietnam, Georgia,
China, Moldova, Mongolia, Poland, Uzbekistan, Estonia, Cyprus,
Cuba, Korea, Syria, Iran, Germany, Libya, Hungary;
• on legal assistance in criminal cases with the Netherlands,
Switzerland, Hong Kong, the USA, Brazil, India, Panama, Egypt;
• on legal assistance in civil cases with Hungary, Greece, Macedonia,
Turkey, Czech Republic, Bulgaria, Romania.
MULTINATIONAL TREATIES
Multinational treaties signed by Ukraine:
•European Convention on Human Rights
•New York Convention on the Recognition and Enforcement of Foreign
Arbitral Awards
•European Convention on International Commercial Arbitration
•Convention on the Settlement of Investment Disputes between States
and Nationals of other States (ICSID Convention)
•CIS Agreement on Procedure of Commercial Disputes Resolution
•CIS Agreement on Legal Assistance in Civil, Family and Criminal Cases
RECOGNITION OF FOREIGN TRIBUNALS DECISIONS
IN UKRAINE
Procedure for execution of foreign arbitral awards
1. Initiation and carrying out of recognition and execution procedure.
2. The courts competent to consider cases on recognition and
execution of foreign arbitral awards
3. Decisions of the courts on cases on recognition and execution of
foreign arbitral awards
RECOGNITION OF FOREIGN TRIBUNALS DECISIONS
IN UKRAINE
Procedure for execution of foreign court decisions
1. The courts, competent to consider cases on recognition and
execution of foreign arbitral awards
2. Initiation and passing of recognition and execution procedure.
3. Decisions of the courts on cases on recognition and execution of
foreign arbitral awards.
Thank you!