The Federation Council approved on 28 July 2023 a draft law¹ regulating the procedure for the exercise of corporate rights by foreign participants of Russian companies.

The Ministry of Finance of the Russian Federation published the Extract from the Decision of the Subcommission of the Government Commission for Control over Foreign Investments in the Russian Federation (the “Subcommission”) No. 171/5 dated 7 July 2023, which unifies and clarifies the requirements for deals on sale and purchase of stocks (shares) in Russian companies by persons from unfriendly states and payment of dividends to such persons. At the same time, the previously published Extracts from the Minutes of the Subcommission meetings No. 118/1 dated 22 December 2022 and No. 143/4 dated 02 March 2023 are no longer in force.

The table with the main criteria used by the Subcommission when considering the issue of approving transactions is set out in this update

On May 23, 2023, the Government submitted to the State Duma a bill designed to simplify the procedure for voluntary liquidation of small and medium businesses companies.

On 30 March 2023 and 3 April 2023 the Subcommission of the Government Commission for the Control of Foreign Investment in the Russian Federation published acts authorizing some transactions (operations) with foreigners, which previously were restricted.

On 27.03.2023 the Subcommission of the Government Commission for the Control of Foreign Investments published an Extract from the minutes of its meeting dated 02.03.2023. This document provides for a new requirement which has to be fulfilled in order to obtain Subcomission’s permission with regard to sale of shares of Russian companies. Foreigners from unfriendly states are now obliged to transfer funds to state budget in the amount of 5%-10% of the target’s valuation. 

In addition to the previously adopted rules the Sub-Commission of the Government Commission for the Control of Foreign Investments (hereinafter referred to as the "Sub-Commission") published new conditions for issuing licenses on transactions with shares (stocks) in Russian LLC and JSC conducted with persons of foreign unfriendly states.

On 17 January 2023, the Decree of the President of the Russian Federation "On the temporary procedure for decision-making by the bodies of some business companies" was signed and published. It introduces several changes in decision-making for a number of large Russian companies.

The President signed the Decree which introduces additional restrictions on transactions with persons from “unfriendly” states.

The Federation Council is considering a Federal Law “On Amendments to Part Two of the Tax Code of the Russian Federation (on Certain Measures of Tax Support)”.

Presidential Decrees No. 79 of February 28, 2022 and No. 81 of March 1, 2022 (Decrees) introduced new rules for conducting transactions with foreign persons associated with States engaged in unfriendly actions.