Angelina, you have been in the field of international legal consulting for 20 years, and for 12 of those years you have been the owner of your own law firm. Please tell us what, from your point of view, it means to be a leader?

- You know, I have gone through several stages of understanding leadership and, most likely, I am still on the way to understanding. To be a leader means to be free. Free from your own prejudices, from fears, from the past, from failures and even free from courses where they will tell you how to become a leader. Now there is too much external content, it is very distracting from the rhythm of the heart, from the voice of conscience, from the love for the work you are doing. If you remove the dependence on external influences, while remaining an absolute participant in all processes, this is the freedom that gives the right movement to the leader.

You have known your partners with whom you are currently in the same business for a total of more than 15 years, you have worked together and separately at different times, you have been at the helm of Lawitt Hamilton Group for 7 years now, do you think this is due to a strong friendship?

- I believe that strong friendship in our time is too small and somehow too binding a term to derive the necessary formula for why people are together. People who stay together despite all the disagreements, difficult periods, ups and downs, are simply "your people". There are "your people" and there are "not yours". And this is much more and more dynamic in perception than "friendship". We all got together not only to make money or develop a brand, we are together because we all need each other for the development of each of us first of all, and only then a business or a company. Also, in personal relationships, people are together, even if they are not under the same roof, for exactly the same reason.

Since you started talking about personal matters, how do you think professional life differs from personal life, not in terms of content, but in terms of approach?

- You know, absolutely nothing. Both in our personal and professional lives, we are driven by love. It is bad if the picture is too static – this is the path to degradation. There should always be movement. Simple quarrels with loved ones are always the path of love, because this is the engine for development, just like falls in professional life. It is very important to live with an open heart and no matter what happens, continue to love – life, yourself, work, loved ones.

Angelina, you are planning to hold a business event of your company in Armenia. Besides the fact that Armenia is your historical homeland, what else does this country mean to you?

- Yes, on November 23 we will hold a business event in Yerevan. For me, Armenia is still a very difficult country to perceive, on the one hand, and a country that loves me very much, on the other hand. I do not know how to love a country as a set of buildings or mountains or nature. Unfortunately, nothing connects me with Armenia in terms of childhood memories. At the same time, Armenia, with the people I have met along the way, is doing everything very hard and with great love to turn on my genetic memory, that very “call of blood”, love. It is not me conquering Armenia, but Armenia is trying to conquer me exclusively with its love and the people along my way. I am holding an event in Armenia because I have reliable partners and because this is a movement and a step that I can take as an international lawyer, which I can take with benefit and gratitude in response to love.

Why did you choose this particular brunch theme? What prospects do you see for Armenia in this direction?

- Both the theme and location of the business brunch were not chosen by chance. Armenia is currently a crypto-friendly country with crypto exchangers and crypto ATMs. I think interesting regulations will soon appear and the country is generally open to new ideas and innovations. Our event itself is aimed at removing the veil of a gray zone and a gray topic from crypto. We will tell you about all the legal opportunities for working with crypto - from buying a yacht to obtaining a residence permit.

What experience do you have in this area?

- I created a company with a flagship practice of working with high-risk businesses and fintech businesses. The initial experience was laid down during my work at Alpari, where I ran the legal block as a member of the supervisory board of the entire group of companies. Already in our legal business, we later dealt with various legal projects with clients and businesses from the forex sphere: from obtaining forex licenses in various countries of the world to removing red flags from client companies from the World Check database, fighting scammers. Crypto clients came a little later. And here we did absolutely everything: from creating crypto exchanges to developing a corporate and legal structure for crypto lending. In 2018, Kommersant included us in the rating of “Best Industry Practices (top 5)” in the fintech sphere. Later, we regularly got into the Best Lawyers rating.

Can the average person understand crypto assets and benefit from them?

- Our business brunch brings together not only people from the industry, but also lawyers who want to become professionals in this field. We have included an educational element in our event. Absolutely anyone can figure it out, if only there is a desire.

How do you deal with the risks and uncertainty that are inherent in the crypto industry?

- Volatility of any currency: both fiat and crypto set the trend of risk and, as you say, uncertainty. In fact, everything is crystal clear - this is a high-risk industry in any case. But most of our clients are crypto brokers or owners of crypto exchanges. And we understand that brokers do not earn on market trends and risks, but on any transactions that are related to this.

How do you assess the current state of the crypto asset market, and what changes do you expect in the coming years?

- I can only assess this as a lawyer. Crypto business, like forex business, is becoming more regulated, for example, we can talk about the Markets in Crypto-Assets Regulation (MiCA) – a regulation that establishes uniform EU market rules for crypto assets. It covers crypto assets that are currently not regulated by existing financial services legislation. The key provisions for those issuing and trading crypto assets (including asset link tokens and e-money tokens) cover transparency, disclosure, authorization and transaction supervision.
On the one hand, the new legal framework will support market integrity and financial stability by regulating public offerings of crypto assets and ensuring that consumers are better informed about the risks associated with them, on the other hand, it will facilitate a higher level of market penetration by the Regulator. Time will help to assess whether this is good or bad, since the directive is currently in the implementation phase, so our goal is to increase the awareness of Clients about possible options and risks.

What would you like participants to take away from this event and apply it in their practice?

-The most important thing that each participant will take away is that cryptocurrency is a legal means of payment today. We will tell you about legal technologies for using crypto to achieve ordinary life goals.

Angelina, in conclusion, please tell us about your interests and hobbies.

- My love for dance as an art is endless. I was a professional dancer and performed on the professional stage. Unfortunately, I am no longer doing it professionally. My favorite hobby is everything related to the Home, Agriculture and Gardening in such an archaic sense. I adore the process of creating a home, a hearth, I love growing berries, vegetables and fruits not in the classical sense of a garden and vegetable garden, but everything related to growing in clay pots. Well, and an unfulfilled dream is to create a pottery workshop in the house, where I would be happy to create collections of clay pots. There is another thing I am passionate about, but it is not a hobby, it is a part of me - I am writing a book, I hope that soon I will be able to tell more details, but for now it is all a secret.

Dear friends!

On November 15, 2024, together with the PRO.Education Center, members of the Lawitt Hamilton Tax&Legal team will hold a free online master class on the topic "Cryptocurrency as a means of payment: the possibility of working in Russia and abroad."

Speakers:

• Angelina Fitoz - co-founder and managing partner of Lawitt Hamilton Tax&Legal
• Daria Averyanova - lawyer of Lawitt Hamilton Tax&Legal

The following questions will be discussed during the master class:

• Why is the current regulation of cryptocurrency in Russia not scary?
• How can you order clothes, buy real estate, pay for a trip using cryptocurrency? What other ways of using cryptocurrency exist?
• Can residents of the Russian Federation use cryptocurrency around the world?
• Why, when and how to open a crypto exchange?

Angelina and Daria will also analyze real cases of using cryptocurrency in business and everyday life.

We look forward to seeing you at our event!

Registration form at the link: https://forms.gle/TbaV5brvhbwPKcLq8

Form of the event: online conference

Date and time: 11/15/2024 at 6:00 PM (MSK)

Attendance is free.

Civil-legal status of private foundations: innovations in civil legislation.
Author: Averyanova D.P.

In 2022, a new form of non-profit organization was introduced into civil legislation - a private foundation.

In Article 123.20-4 of the Civil Code of the Russian Federation, the legislator understands a personal foundation as a unitary non-profit organization established for a certain period or indefinitely by a citizen or after his death by a notary, which manages the property transferred to it by this citizen or the property inherited from this citizen, as well as other property in accordance with the management conditions approved by it [1].

The creation of a personal foundation allows for the confidentiality of the founder and beneficiaries of the private foundation and for the protection of the asset transferred to the private foundation from claims by the founder's creditors. It appears that the creation of such an institution in the civil law system has effectively made it possible to implement a system of "trust" management in Russia[2] - an analogue of "trust" in foreign jurisdictions. The concept of "trust" is enshrined in the Hague Convention, which defines it as a system of legal relations where the trustee is obliged to manage or dispose of one or more assets (trust fund) in accordance with the conditions governing this legal relationship (trust conditions), in the interests of the beneficiary or to achieve socially useful goals[3].

The stability and attractiveness of a private foundation as a system for preserving assets is achieved through the clear recording of the relationship between the fund and the foundation established in the charter of the private foundation, as well as in the conditions of managing the private foundation[4].

The interaction of the founder of a private foundation and a private foundation as a non-profit organization is determined in the charter of a private foundation when creating management bodies. Thanks to the competence, which can be expressed in the implementation of supervision over the activities of the bodies of a private foundation, the approval of the private foundation's performance of legally significant actions, such as regulating the activities of a private foundation, amending the charter, approving the annual financial statements of a private foundation, the founder of a private foundation receives a significant lever of control over the activities of a non-profit organization. It seems that the exercise of these powers corresponds to the interests of the founder, since it allows him to retain control over the transferred asset.

The retention of control by the founder is also reflected in the rules for forming the value of assets received by the fund for further operations with them, which affects tax and accounting costs. The complete transfer of the right to determine beneficiaries to the founder of the private foundation also allows emphasizing the dependence of the private foundation on its creator.

The relationship between a private foundation and its founder is based on confidentiality. In accordance with the amendments introduced by Federal Law No. 237-FZ of 08.08.2024 "On Amendments to Part One and Article 1202 of Part Three of the Civil Code of the Russian Federation", information on the creation of a personal foundation, its constituent documents, as well as information on the founder is no longer public. And also taking into account the amendments to Federal Law No. 98-FZ of July 29, 2004 "On Commercial Secrets", information on the property, expenses, amount and structure of income, as well as the number and remuneration of employees of the personal foundation is not disclosed[5]. Thus, information on the property of the personal foundation and its founder is not subject to public reporting.

It seems that the issues of maintaining control over the activities of a private foundation by the founder, as well as guarantees of confidentiality of information about the private foundation, its founder and property should determine the specifics of protecting the rights of creditors of the private foundation, as well as creditors of the founder of the private foundation.

Let us pay attention to the distinction made by the legislator between the liability for the obligations of a private foundation and its founder, as well as the risks of the founder’s creditors.

The legislator provides that a private foundation bears subsidiary liability with its property for the obligations of its founder, and the founder bears subsidiary liability with his property for the obligations of the foundation created by him only for three years from the date of the foundation’s creation. This period may be extended by court order, but not more than five years. Thus, creditors during the three/five-year period have the right to make claims against the founder or the foundation only if it is proven that the property of the foundation/founder is insufficient to satisfy the creditors’ claims. This is a deviation from the general rule enshrined in Article 56 of the Civil Code of the Russian Federation, according to which “the founder (participant) of a legal entity or the owner of its property is not liable for the obligations of the legal entity, and the legal entity is not liable for the obligations of the founder (participant) or the owner”[6]. For the founder of the fund, limited liability is a very big advantage in terms of asset preservation, since after the five-year period, it is no longer possible to satisfy the founder's creditors' claims at the expense of the asset transferred to the personal fund. The asset of the personal fund becomes completely separate from the property of the founder, although it remains under his control, since it is the founder who develops the rules for managing the private foundation.

The issue of confidentiality also concerns the beneficiaries of the private foundation - they are specified in the terms of management of the private foundation and are not subject to disclosure. This allows creating a system of non-publicity not only of the income of the beneficiaries, but also of their participation in the management of the private foundation.

A closed and inaccessible to third parties list of beneficiaries allows them to be protected from creditors. Clause 6 of Article 123.20-6 of the Civil Code of the Russian Federation states that the beneficiary is not liable for the obligations of the private foundation, and the private foundation is not liable for the obligations of the beneficiary[7]. It seems that such a legislative solution corresponds to the goals of creating a private foundation. The creation of a private foundation, first of all, satisfies the founder's interest in creating a property management system that would ensure its safety and increase. The possibility of creditors of beneficiaries appealing to a private foundation does not correspond to these interests.

At the same time, there are currently two problems that require a solution: (1) determining the risks associated with the withdrawal of property through a private foundation, and (2) the problem of confidentiality – the difficulty of accessing information for the creditor, since, in accordance with the changes, creditors may not know about the creation of a private foundation by the debtor, which increases their risks.

In such a case, it is correct to create a system of guarantees of creditors' rights, such as notifying the founder's creditors about the creation of a private foundation.

Undoubtedly, the new provisions of the legislation, clarifying the civil-law status of private foundations, are necessary and timely. At the same time, it seems necessary to supplement the legal regulation by establishing guarantees of the rights and legitimate interests of the creditors of the founder of the private foundation.

[1] Civil Code of the Russian Federation (part one) of 30.11.1994 N 51-FZ // Rossiyskaya Gazeta. No. 238-239. 08.12.1994.

[2] D.J. Hayton. Law Relating to Trusts and Trustees, Butterworths.1995. P. 44.

[3] Model Rules of European Private Law" (translated from English) // scientific editor N.Yu. Rasskazova. Statut, 2013.

[4] From 2022 to September 2024, the Ministry of Justice of the Russian Federation (hereinafter referred to as the Ministry of Justice) was responsible for the registration of private foundations. Unfortunately, during this time, the Ministry of Justice did not develop a separate model charter for a private foundation. Since a private foundation is a new organizational and legal form for the Russian legal entity system, when creating it, it is important for the founder to have a structure for implementing the main provisions enshrined in the Civil Code of the Russian Federation. Due to the lack of a model charter for a private foundation, it seems possible to turn to the model charter of a socially useful fund, according to which the private foundation is structured.

[5] Federal Law of 29.07.2004 No. 98-FZ "On Commercial Secrets" // "Rossiyskaya Gazeta". No. 166. 05.08.2004.

[6] Ibid

[7] Ibid.

Free webinar program on the 15th package of EU sanctions:

1. Which areas will be under pressure - the financial sector, energy, cryptocurrencies and others.

2. Consequences for legal entities and entrepreneurs.

3. Strategies for assessing, minimizing risks and adapting business models.

4. Analysis of questions and examples from practice.

Speakers:

Angelina Fitoz, co-founder of Lawitt Hamilton Group, Managing Partner.

Ksenia Baranovskaya, head of the Lawitt Hamilton office in the UAE.

REGISTRATION: https://forms.gle/4qWRKQ3hDeRfDjUg6

Participation is free upon prior registration.

Lawitt Circle - a legal club where everyone's opinion matters

We are pleased to announce the launch of a new project that will bring together lawyers, businessmen and anyone interested in current legal challenges and looking for ways to solve them.

What awaits you?

• Relevant topics: urgent legal changes - from legislation to practical cases.

• Exchange of experience: each participant will be able to share their opinion and suggestions so that our meetings are truly interactive and useful.

• A variety of formats: open webinars, master classes, workshops - everyone will be able to find something for themselves.

• Opportunities for growth: a chance to expand your knowledge, make useful contacts and become part of a community of like-minded people.

Follow our announcements, very soon we will tell you about our first meeting!

On February 24, 2025, the European Union officially approved the 16th sanctions package against Russia. The new package aims to further increase pressure on the Russian economy and curb its military activities.

Key measures of the package:

1. Ban on the import of primary aluminum: The EU has imposed a complete ban on the import of primary aluminum from Russia. This step will complicate Russia's access to key raw material markets, as aluminum is a critical metal for industry and high technologies.
2. Sanctions against 73 vessels: 73 ships have been added to the EU sanctions list. These vessels are alleged to have been involved in transporting Russian energy resources, such as oil and gas, in bypassing established restrictions. These ships will now be prohibited from entering EU ports, limiting their operations in international trade.
3. Ban on broadcasting by eight Russian media outlets: The EU has imposed a ban on the broadcasting of eight Russian media outlets in its territory.
4. Export restrictions on chrome and chemicals: The EU has introduced bans on the export of certain chemicals and chrome to Russia. These measures target important materials used by Russian companies in weapon production and other sectors such as machinery and construction.
5. SWIFT access restrictions for several banks: Several major Russian banks have been excluded from the international payment system SWIFT. This will complicate Russia's financial operations with foreign partners, impacting its economy and trade.

On October 16, Lawitt Buro and Quazar Houses held a joint webinar on the topic:
"Business Relocation vs. Relocation Through Investment, Financial Independence, and High Qualifications."

Experts discussed key legal and practical aspects of relocation—for both businesses and private investors.

Angelina Fitoz, Managing Partner of Lawitt Buro, presented the webinar's legal section:

• registration and support of companies abroad,
• asset structuring and beneficiary protection,
• selecting optimal jurisdictions for business—from Cyprus and Georgia to the UAE, Portugal, and Liechtenstein.

Irina Valek, CEO and expert at QuazarHouses, discussed opportunities for obtaining residence permits and citizenship through investment, as well as programs for financially independent individuals and highly qualified specialists.

The webinar generated a lively discussion among the participants, covering real-life cases, new legislative trends, and practical steps for legally sound business and family relocation.

At Lawitt Buro, we are constantly developing international partnerships and expanding our range of services to offer our clients relevant, secure, and strategically sound solutions in corporate and immigration law.
Stay tuned for new events and expert materials as we continue to share best practices that help businesses feel confident in any jurisdiction.