M&A
We specialize in transactions between medium-sized businesses and large, systemically important enterprises. Over 25 years, we have helped our clients complete hundreds of transactions and protected their assets worth trillions of rubles.
We work with large-scale projects that require a solid legal framework, approval, and coordination from federal government agencies, and that have a positive impact on entire sectors of the national economy.
M&A Transaction Support:

• A PRACTICAL GUIDE TO SELLING OR BUYING A BUSINESS IN RUSSIA
• M&A Transaction Approval by the Government Commission
• Approval of Strategic M&A Transactions by the President of the Russian Federation
• Approval of the Activities of Russian Companies with Foreign Participation by the Federal Antimonopoly Service of the Russian Federation and the Government Commission
• A Legal Solution for Paying Dividends and Distributing Profits to Shareholders and Participants of Russian Companies from Unfriendly Countries
• Support for the Return of Foreign Companies from Unfriendly Countries
• Legal Support WITHDRAWAL OF DIVIDENDS TO INTERNATIONAL ACCOUNTS
• COMPLIANCE AND CORPORATE STRUCTURALIZATION
• LEGAL AUDIT (DUE DILIGENCE)

PRIVATE CAPITAL
We always meet our clients' expectations. Therefore, we have long provided high-quality services for the protection of private capital. Our practice annually confirms its leading positions in all major legal services ratings: Pravo-300, Kommersant, and Rossiyskaya Gazeta.
We utilize all key legal tools for protecting private clients' assets. Our practice is among the first market participants to effectively implement the provisions of the law on personal foundations.

• CREATION OF A PERSONAL FUND
• MAINTENANCE AND MAINTENANCE OF PERSONAL FUND
• PERSONAL FUND MANAGEMENT
• INHERITANCE PLANNING

ARBITRATION DISPUTES
We know how and love litigation. But only when it makes economic, legal, and reputational sense for our clients. We have been handling corporate, commercial, bankruptcy, and all types of administrative cases since 2000, primarily high-priority cases for large enterprises.
We appreciate that many leading players in the Russian economy have trusted us to handle complex disputes for ten, fifteen, and even twenty years. Our court experience is annually reinforced by top rankings in Pravo-300, Kommersant, and Forbes Club Legal Rankings.

• RESOLUTION OF DISPUTES IN THE REAL ESTATE AND CONSTRUCTION SECTOR
• DEFENSE IN ASSET SEIZURE CLAIMS BY THE PROSECUTOR GENERAL
• CORPORATE DISPUTES AND CONFLICTS
• PROTECTING BUSINESSES UNDER SANCTIONS
• JUDICIAL DEFENSE IN DISPUTES RELATED TO THE WITHDRAWAL OF A PARTICIPANT AND THE DETERMINATION OF ITS SHARE
• TAX DISPUTES
• BANKRUPTCY DISPUTES

ANTI-TRUST LAW
Nikolaev & Partners provides legal and practical assistance to businesses in their dealings with the Federal Antimonopoly Service of the Russian Federation.
We support clients from strategic transactions to complex disputes with the FAS, taking on legal risks, communicating with the regulator, and protecting your interests. Our goal is to ensure that antitrust procedures do not hinder business, and that inspections and proceedings are controlled and predictable.

• TRANSACTION APPROVAL WITH THE FAS RUSSIA
• DISPUTES REGARDING INCLUSION IN THE REGISTER OF UNSCRUPTIVE SUPPLIERS
• LEGAL SUPPORT UNDER 57-FZ
• REPRESENTATION OF COMPANIES WITH DOMINANT POSITIONS

ECONOMIC CRIMES DEFENSE
We specialize in protecting businesses and executives from criminal prosecution in the economic sphere. Over 25 years, we have won over 1,000 cases for our clients, defending them against charges amounting to over 210 billion rubles.
We take on the most complex cases – from fraud and tax crimes to illegal banking activities and crimes related to government procurement. Our strength lies in our in-depth knowledge of investigative bodies and our ability to develop a strategy that leaves no chance for the prosecution.

• CRIMINAL CASES CONCERNING TAX CRIMES (ARTICLE 199 OF THE CRIMINAL CODE)
• DEFENSE IN CASES OF FRAUD (ARTICLE 159 OF THE CRIMINAL CODE)
• DEFENSE IN CASES OF ILLEGAL BANKING ACTIVITIES (ARTICLE 172 OF THE CRIMINAL CODE)
• REPRESENTATION IN CASES OF EMBEDDING OR EMBEDDING (ARTICLE 160 OF THE CRIMINAL CODE)
• COMPLEX DEFENSE IN CASES OF MONEY LAUNDERING (ARTICLE 174 OF THE CRIMINAL CODE)
• DEFENSE IN CASES OF ILLEGAL CURRENCY TRANSACTIONS (ARTICLE 193 OF THE CRIMINAL CODE)
• DEFENSE IN CASES OF NON-PERFORMANCE OF STATE CONTRACTS AND ABUSE OF POWER (ARTICLE 201, ARTICLE 285 OF THE CRIMINAL CODE OF THE RUSSIAN FEDERATION)

FAMILY LAW
Family law is not simply a set of legal norms, but also a sphere of regulation of personal wealth, security, and stability. Therefore, we take a particularly careful approach to all aspects of our clients' family relationships governed by law.
The result of our work is the creation of a legal ecosystem, supported by documents, rights, and obligations, in which each party feels respected, and the common dispute is resolved based on the principles of rationality and fairness.

• NUPMENT CONTRACT
• DIVORCEMENT
• DIVISION OF PROPERTY AND BUSINESS BETWEEN SPOUSES
• CHILD DISPUTES

1. PROTECTION FROM ADDITIONAL ASSESSMENTS, SUBSIDIARY LIABILITY, AND DEBT.

All assets are transferred to the cooperative in advance, and debts are repaid through accounts receivable.
The assets legally become the property of the cooperative, and the cooperative is not liable for the member's debts.
Federal Law No. 229, Article 76, Part 2, Clause 2; Federal Law No. 127 (On Bankruptcy); Tax Code of the Russian Federation, Articles 112, 140
Federal Law No. 3085-1, Article 3; Article 21; Article 22; Article 23; Article 25; Civil Code of the Russian Federation, Articles 213, 209.

2. UNBLOCKING FUNDS under Federal Law No. 115.

Consumer cooperatives are not regulated by the Central Bank of the Russian Federation or Rosfinmonitoring and are not subject to Federal Law No. 115-FZ.
Federal Law No. 115-FZ (Article 5, Article 7.1 – list of regulated entities), Federal Law No. 3085-1, Letter of the Central Bank of the Russian Federation dated July 21, 2017 No. 53-T

3. OPTIMIZATION IN THE SALE OF REAL ESTATE.

Legal tax savings of at least 30% (no 13% personal income tax and 22% VAT)
without the need to confirm the origin of funds.
regardless of the length of ownership.
fixation of the full price.
Tax Code of the Russian Federation, Article 39, paragraph 3; Federal Law No. 3085-1

4. OPTIMIZATION OF INCOME TAX.

Contributions to the cooperative under the target consumer program (TCP) are mandatory and economically justified expenses of the LLC.
Such contributions:
are recognized as expenses;
reduce the tax base for income tax;
are not considered sales;
Russian Tax Code, Article 251, Clause 1, Subclause 14; Article 264, Clause 1, Subclause 29; Article 39, Clause 3, Subclauses 3 and 4

5. LEGAL PROTECTION OF ASSETS, PROPERTY, AND PROPERTY.

Assets are transferred to the cooperative as share contributions; they cannot be taken away from the shareholder. The property legally becomes the property of the cooperative, and the cooperative is not liable for the shareholder's debts. This is one of the strongest mechanisms for protecting property.
Federal Law No. 3085-1, Article 3; Article 21; Article 22; Article 23; Article 25; Civil Code of the Russian Federation, Articles 213, 209

6. PAYROLL OPTIMIZATION.

Payments to the Cooperative are formalized as financial assistance to shareholders.

No insurance contributions (43.2%).

No labor relations → no labor disputes.

Payments to shareholders are not regulated by the Labor Code.
No need to obtain a work permit.
Financial assistance to shareholders is subject to a 13% personal income tax.
Tax Code of the Russian Federation, Article 419; Federal Law No. 3085-1; Civil Code of the Russian Federation, Article 128

7. LEGAL ALIENATION / INCREASE IN VALUE OF ASSETS.

A contribution to the cooperative is not a transaction → assessment and transfer by decision of the board.
This legally increases the value of assets.
Federal Law No. 3085-1. Civil Code of the Russian Federation, Article Articles 218 and 250 do not apply;

8. PROTECTION AGAINST HOSTILE ALIENATION.

The transfer of any assets to a cooperative does not fall under the definition of a sales contract → the consent of the owners/spouses is not required. This is a useful protection tool in case of conflicts between co-founders/spouses.
Article 250 of the Civil Code of the Russian Federation does not apply; ROSREESTR Letter No. 14-05178/16

9. OPTIMIZATION FOR BLOGGERS.

All contributions to the cooperative are contributions, not revenue. No taxable base is created.
Article 251 of the Tax Code of the Russian Federation, Article 50 of the Civil Code of the Russian Federation, Federal Law No. 3085-1, Article 3

10. CREDIT HISTORY RESTORATION.

Credit cooperatives and credit cooperatives allow you to apply for a loan, repay it, and record this in the credit bureau. This is a legally clear mechanism for restoring a reputation.
Federal Law No. 218-FZ (On Credit Histories).

11. CLOSING A CREDITOR'S OFFICE.

The debt is transferred to the creditor's account, novated through a promissory note, and legally closed.
This reduces the stress on creditors and the risk of subsidiary liability.
Civil Code of the Russian Federation, Article 414; Federal Law 3085-1.

12. SUPPORTING THE LIQUIDATION OF A LEGAL ENTITY.

The creditor's account allows you to safely withdraw assets, close liabilities, and liquidate with minimal risks:
Federal Law 127-FZ; 3085-1; Civil Code of the Russian Federation, Articles 57–64; Tax Code of the Russian Federation, Article 54.1

WE PROVIDE TURNKEY SUPPORT: FROM STRUCTURE TO EVIDENCE.