Резиденс
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Consulting on legal issues

Residence Management Company during many years offer their clients services of integrated business management, i.a. in the field of legal consulting and legal support.

The experience gained by us during our work allows us to offer our clients high quality of legal services and innovative solutions that our experts are ready to implement in practice.

Our work is based on the integrated approach: specialists working in different areas unite to solve the goals and tasks of the customer.

At different times, our experts rendered services for customers of the company in the following areas:

  • Legal structuring of businesses;
  • Corporate governance;
  • Structuring the ownership (management) of business assets and their protection;
  • Legal due diligence of companies/businesses;
  • Intellectual property, franchise;
  • Legal issues related to real estate, construction, land;
  • Tax optimization;
  • Development and implementation of the internal infrastructure to solve legal issues in the company;
  • Foundation, reorganization and liquidation of legal entities of different forms of incorporation;
  • Antimonopoly legislation / natural monopolies;
  • Settlement of corporate disputes;
  • Insolvency and bankruptcy;
  • Legal support when making transactions, negotiating, concluding contracts;
  • Pre-trial settlement of disputes and representation in any judicial authority;
  • Solving family issues related to ownership and protection of the client's assets.

Why Residence Management Company?

We closely follow the changes in legislation and expand the range of services provided in accordance with the current needs. Our main task is to build the right business, from the choice of the form of incorporation to tax optimization of activities.

We offer comprehensive solutions to your problems: from registration and liquidation of companies to legal and audit support at all stages of business development.

We strive to build the long-term relationship with the client, based on the principles of individual approach to each task, and to keep the information received from the client confidential.

Our team consists of specialists in various areas of law and is formed on a multifunctional principle. Thus, we can most effectively meet the needs of each client and each specific project.

We do not offer standard schemes, but we find exactly the solution that suits the client.


In what situations is Consulting on legal issues?
  • It is necessary to carry out legal audit of the company, to identify inconsistencies with the current legislation, to analyze the efficiency and transparency of the company's structure and management system;
  • There is a request for the development of new models of management and ownership. Development and implementation of ownership structure and/or effective system of corporate business management;
  • Inefficient work of the Legal Division. Creation, increase of efficiency, and regulation of work of the Legal Division of the company / business;
  • There is a process of restructuring or change of structure of the company or its assets, scaling of the company, creation of a holding company;
  • It is necessary to optimize the tax system of the company or a group of companies;
  • There is a need in the integrated system of legal safety of a company or a group of companies;
  • Start-up of activities of a company abroad;
  • Investment projects, M&A transactions (mergers and acquisitions).
What we offer to solve problems
Legal structuring of businesses

Legal structuring of business includes research and analysis of the existing business structure of the client, development of optimal models based on it, including the introduction of a holding structure, taking into account the specifics of the business and the priority directions of its development.

The goal of our work is the legal analysis of the current structure of corporate capital of the group of companies and its adjustment (if the current structure is not fully in line with the expected business objectives), or the development and presentation of an updated model of structuring a group of companies that will be proposed based on the principles of eliminating/minimizing the existing and projected civil, corporate, antitrust, and tax risks associated with the current and previous activities of the company, as well as on the basis of the need to achieve the following objectives of the beneficiaries and management of the group of companies:

  • Increase in the level of current capitalization, creditworthiness, investment attractiveness of business;
  • Optimization of corporate governance in a group of companies, introduction of international corporate governance institutions, ensuring transparency and efficiency of management, distribution of competencies in decision-making at various levels of business;
  • Creation of a transparent structure for owning assets;
  • Increase of legal protection of business investments made from illegal actions by any third parties;
  • Full legal conformity of the developed models of ownership and management structures to the applicable law of the Russian Federation, and, if necessary, foreign countries, whose jurisdictions are involved in the scheme of the holding structure;
  • Organizational and corporate optimization of business;
  • Admissible optimization of tax components of business;
  • Minimization of affiliation, interest, and dependence when business units of the holding structure make various civil law transactions between them (if necessary).

The holding structuring work is carried out in three stages:

Stage No.1: Preliminary Legal Due Diligence (LDD);

The result of the preliminary LDD will be a legal report describing the work done, the risks identified, and recommendations for their elimination.

Stage No.2: Preparation of legal opinions containing the analysis of jurisdictions for the purpose of determining the jurisdiction of the parent company of the holding company (in case of international holding structure), or proposing of a structure located in the same jurisdiction;

The result of this activity will be the submission to the client of detailed legal opinions for each individual jurisdiction with their comparative analysis to determine the most effective model of the business legal basis.

Stage No.3: Preparation of a legal opinion reflecting the adjustment of the existing business model or offering new models for building the ownership structure, corporate governance, and business relations of the group of companies / holding structure, etc.

The result of the third stage is the presentation of the List of activities for the transition from the current business model to the recommended business model that contains information on the step-by-step phases of their implementation aimed at moving to the approved business structure, as well as tax and corporate analysis of each activity within the proposed scheme, including in respect of intercompany transactions and operations.

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Structuring the ownership (management) of business assets and their protection

Modern world legislative trends dictate new rules of carrying out operations to companies, with a geometric progression increasing financial and tax transparency of activity, new laws are being adopted in the field of identification of beneficial owners, such concepts as "the center of vital interests", "the removal of the corporate veil", and "the predominance of content over form” have become quite common.

The law of the Russian Federation does not stand aside from the global trends and changes regularly. At the same time, the issues of protecting the business from unfriendly actions and claims of third parties do not lose their relevance.

When choosing the structure of assets, we are guided by a number of criteria:

  • Minimizing the risks of owning assets, taking into account the specifics of the country of residency of beneficiaries and norms of international law;
  • Protecting the personal interests of beneficiaries;
  • Flexibility of the structure for possible transformations (for example, for acquiring new assets or selling part of assets), as well as for financing a business;
  • Compliance with the requirements set by investors, in particular – transparency, manageability, acceptable level of operational risks;
  • Preservation of tax efficiency of the existing business processes;
  • Tax efficiency in the distribution of profits to the level of the beneficiary;
  • Acceptability of the estimated level of costs for the implementation and administration of the corporate structure.

The team of Residence Management Company has a unique experience in the field of developing and creating innovative structures to protect assets individually for each client, taking into account its wishes, specifics of business and private assets, as well as the family situation.

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Legal due diligence of companies/businesses

Legal due diligence is a comprehensive legal expertise of a business or a transaction to assess and minimize legal risks.

Legal due diligence is carried out both if there is a need for legal assessment and optimization of the company's current activities, and if there are unusual situations or large projects, for example, during reorganization, division of business, while implementing the investment projects, identification of serious violations in the process of inspections carried out by the government bodies.

Carrying out of legal due diligence makes it possible to identify:

  • Hidden loans and other liabilities;
  • Objective reasons for claims from the tax authorities;
  • Illegal activities;
  • Lack of appropriate licensing;
  • Incorrect registration of rights to intellectual property, movable and immovable property;
  • Judicial and extrajudicial disputes;
  • The real legal and financial state of the business.

The procedure of legal due diligence implies the implementation of a number of activities:

  • Examination of documents of title and other documents confirming the real legal and financial position of the company;
  • Examination of the legitimacy of decision-making by the company's management bodies;
  • Analysis of the company's rights to intellectual property, movable and immovable property, financial investments into capital of other companies, including examination of correctness of registration of rights to various types of property of the company, as well as restrictions and encumbrances of property;
  • Analysis of the company's compliance with labor laws, including examination of availability and correctness of preparation of the employment contracts, manning table, records management, other documents related to registration of employment relations;
  • Examination of legitimacy of carrying out the activities requiring licensing and/or certification;
  • Examination of availability and status of judicial and extrajudicial disputes, in which the company participates, as well as attachments of property;
  • Examination of transactions that are of significant importance for the economic activities of the company;
  • Analysis of legitimacy of strategic planning and lawfulness of the current plans.

The legal due diligence has a specific goal: to identify all the existing risks related to legal issues of the company’s activity.

We do not only identify problems. Our task is to provide understandable and working recommendations for eliminating undesirable situations and further functioning of the company/business with minimum legal risks.

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Building of corporate governance system

The term “Corporate Governance” nowadays can be met in different areas of science. Due to the large scope of application, the term lacks a single definition. For example, the International Finance Corporation (IFC) designates “structures and processes of managing the company and control over it” corporate governance. Experts of the Federal Service for Financial Markets add to this definition the binding relationship between management and economic performance indicators of business entities, noting that raising and growth of capital shall be an integral part of corporate governance.

The most complete definition is the definition given by the Organization for Economic Cooperation and Development (OECD): corporate governance is a system of management and control over a company that has a binding structure. In the system, there shall be the allocation of rights and obligations between participants in corporate relations (management, shareholders, and other persons) and clear rules for decision-making. Within the framework of corporate governance, the tasks of the company, the means to implement these tasks, and the means to control their implementation are determined.

Creation of corporate governance system is designed to reduce the risks of entrepreneurial activity by preventing conflicts of interest that arise between the parties concerned.

Consulting in the field of building a corporate governance system includes the following activities:

  • Due Diligence of the corporate block of the company, including identification of inconsistencies with the current legislation, analysis of efficiency and transparency of corporate governance structures and holding structures. It contains the examination of the legal standing of the company based on the analysis of the foundation documents, examination of legitimacy of decision-making by the company's management bodies, checking the eligibility of holding shares (stakes) by the company's shareholders (participants);
  • Development of new models of management and ownership. Development and implementation of an effective system of corporate governance by the company, including development of regulatory and methodological documents for corporate governance;
  • Preparation and carrying out of M&A transactions (mergers and acquisitions);
  • Legal support for the reorganization and restructuring of business and assets;
  • Legal support in various aspects of the company's activities related to corporate legislation of support of practical operation of the corporate governance system of the company, including the formation of the Board of Directors, holding meetings of corporate governance bodies;
  • Support of clients at all stages of implementation of the investment projects.
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Legal assistance in support of transactions

Legal assistance in support of transactions is a comprehensive legal expertise of a transaction to assess and minimize legal risks.

This is a multifaceted process consisting of a variety of diverse services, the choice of which in each individual case will depend on the goals and objectives of the client.

Consulting in the field of transaction support includes the following activities:

  • Examination of the potential counterparty (for bankruptcy, signs of "one-day", lawsuits, etc.);
  • Legal examination of title documents and other submitted documents;
  • Providing an opinion on the legal prospects of the transaction;
  • Analysis of the proposed transaction structure or development of a structure, taking into account the interests of the client;
  • Preparation/modification of agreements, contracts to protect the client;
  • Preparation of the full package of documents necessary for proper registration of the transaction;
  • Participation in negotiations with the counterparty until the time of entering into the transaction;
  • Participation of specialists in registration of the transaction (if necessary);
  • Pre-trial and judicial protection (in case of violation of obligations under the transaction).

Along with the above, the legal support of transactions may also include:

  • Preparation of an offer, acceptance, protocol of disagreements to the contract, protocol of approvals, and other necessary documentation;
  • Advising on all matters relating to the transaction;
  • The legal opinion as to the advisability of signing a certain agreement, and also its possible adverse consequences for the client;
  • Development of sample contracts for the customer company;
  • Drafting of amendments on extension of agreements, supplement agreements, claims for conclusion of agreements, claims for termination of agreements and representation in court with respect to the above, sending requests, claims, and other official documents relating to the process of concluding and fulfilling the agreements.
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Conflict management

Conflict management is a deliberate impact on the conflict process, ensuring its resolution taking into account interests of the client.

In the process of the company's activities, a variety of conflicts can arise. In particular, in our practice, we encountered the following types of conflicts:

  • Disputes between the participants (shareholders) of the company;
  • Disputes between the founders and the company's management bodies;
  • Disputes between the owners of the company and management;
  • Disputes of business owners and management with the employees;
  • External disputes (with antitrust authorities, tax authorities, unfriendly third parties).

Conflicts often arise in the process of changing participants or members of management of the company, when making major transactions or related-party transactions, challenging transactions with the client's assets.

Work within the framework of conflict management includes:

  • Study of the situation, including contradictory positions of the parties, conflicting goals or means of achieving them, interests and desires of the parties;
  • Collection of data on the opposite side of the dispute;
  • Collection of evidence of unlawful behavior of the opposite party;
  • Legal advice and building a legitimate line of conduct;
  • Appealing illegal decisions and actions of the parties to the dispute;
  • Defense of the client in court.

The main task in the work on conflict management is to find an efficient and sustainable solution, to make a meaningful impact on conflict generating behavior of the participants in order to achieve the desired results.

We have many years of experience in defense of participants (shareholders), the legal entity itself, and management of various legal entities. Our experts have a record of successful experience in initiation and maintenance of corporate conflicts, as well as localization of conflicts at various stages of development.

Timely recourse to qualified help and the right approach will make the corporate conflict manageable, protect the interests of the party to the dispute, and minimize the negative consequences of the conflict.

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Pre-trial settlement of disputes

The resolution of disputes at the stage of pre-trial regulation, in addition to being mandatory, also allows the parties to come to a common solution with minimum time and financial costs.

Pre-trial settlement (complaint management) is recommended to be entrusted to an independent and objective mediator who can offer the right solution for resolving the dispute and effectively negotiate the acceptance by the parties of acceptable conditions.

We have a large experience in:

  • Pre-trial settlement;
  • Development of individual approach to the settlement of disputes of any kind and complexity;
  • As well as a set of ready to use “workable” practically tested solutions.
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The way we work
  • Legal specialists provide services in conjunction with other functional divisions of Residence Management Company within the framework of trust management;
  • When developing recommendations and providing legal support for companies, the criteria and goals of business owners, the state of the market, a set of external, and internal factors are taken into account.
  • When determining the scope and cost of services, we take into account the stage of development, the type of activity of the customer company, specific features of its business processes, scope of activity, and many other factors;
  • The dialogue with the customer company is based on the principle of mutual trust and striving to achieve the customer's goals;
  • Specialists of Residence Management Company render the exclusive services to solve individual tasks of the client based on the principle of confidentiality.
  • Experts of Residence Management Company have diversified experience and high level of competence in the field of legal consulting and legal support;
  • We not only offer solutions, but also implement changes that we recommend. We carry out business support in the process of solving the client’s problems, adjustment, and control over the implementation of plans.

What you will receive as a result

  • Ensuring the legal security of the company / business;
  • Solutions based on current legislation requirements;
  • Comprehensive services;
  • Effectiveness of the proposed solutions;
  • Saving of time and resources;
  • Answers to questions of any level of complexity in any legal field;
  • Legal support in the process of entering into complex transactions and carrying out the negotiations.

Business support

Legal support of business

We offer a wide range of legal services and legal solutions within the framework of the current activity of the company/business, from development of the corporate governance structure to preparation of the complaint.

Legal support of business is a complex solution of emerging issues on:

  • Correct interpretation, application, and observance of all legislative norms and rules in carrying out each specific type of activity;
  • Creation of effective corporate structure and contractual base;
  • Minimization of risks when concluding transactions;
  • Optimization of taxation and many other things.

When the client addresses our company, he/she can be sure that we will offer anintegrated approach and innovative solutions that will take into account the interests of the company to the fullest possible extent, including development of necessary documentation, obtaining licenses and permits, offering solutions to any problems that require legal assessment and in-depth knowledge in the field of law.

As part of an integrated approach, we also provide the following services:

  • Registration of trademarks;
  • Registration, reorganization, and liquidation of legal entities;
  • Development of corporate documents;
  • Building of the structure of the Legal Division;
  • Support in entering into transactions;
  • Representation of interests in the arbitration court and in the process of pre-trial settlement of disputes.

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Residence
Management Company