From 1 January 2026, the VAT-free threshold for companies on Russia’s simplified tax system (USN) dropped from 60 to 20 million roubles. The Federal Tax Service has signalled that the limits will keep falling: to 15 million in 2027 and 10 million in 2028.
For most business owners whose revenue is approaching this mark, the first thought is: “I’ll open a second company under my partner’s, spouse’s, or accountant’s name and split the cash flows.”
Stop. In 2026, that move is a direct path to a tax audit.
Why business splitting no longer works
The ASK-VAT automated control system has become significantly more capable in recent years. It automatically cross-references the data of all legal entities and sole traders and flags signs of artificial splitting.
What the tax authority sees:
- Two or more legal entities accessing their taxpayer accounts from the same IP address
- Shared contractors working with both “separate” companies
- A single website or phone number used by different legal entities
- Overlapping staff — the same employees appearing in multiple companies
- The same registered or actual business address
- Money moving between entities without real contracts underlying the transfers
If several of these signs are present, the Federal Tax Service classifies the structure as artificial business splitting. The result: tax reassessment for the full period at the 22% rate, plus penalties and a fine of 40% of the underpaid amount (Art. 122 of the Tax Code, classified as an intentional violation).
How to divide a business legally
Restructuring a business into separate entities is possible — but only if each entity has a real business purpose beyond the desire to stay below the tax threshold.
Signs of a legitimate split
Independence of each entity:
- Its own director with real authority
- A separate staff that does not overlap with other group companies
- Its own assets, premises, and supplier contracts
Different lines of activity:
- Manufacturing separate from retail, logistics separate from service delivery
- Not just duplicating the same service under two names
Separated accounting and management:
- No shared cash pools, no money transferred without underlying contracts
- Each entity has its own profit, its own costs, its own reporting
A transparent business rationale:
- Why this particular split? The explanation must extend beyond tax reasons.
What will not protect you
- Registering a second company under a nominal director
- Transferring the same clients to the “new” entity without real separation of functions
- Shared bank accounts, a single accountant, or one accounting system
- Moving employees “for appearances” while keeping unified management
What to do now
If your revenue is approaching 20 million roubles:
- Do not wait — restructuring must happen before the threshold is crossed, not after.
- Review your current structure — if you already have multiple legal entities, verify that each meets the independence criteria.
- Document the business rationale — in board minutes, strategy documents, and operational records.
- Separate your accounting — bank accounts, bookkeeping systems, HR records.
If you are uncertain whether your current structure is defensible, it is better to find out now than to explain it to a tax inspector later.
Read Also
Not sure whether your business structure is safe under the new rules? We will review the scheme, identify weak points, and help you build a legally defensible structure.