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from the Minutes of the Subcommission meetings No. 118/1 dated 22 December 2022 and No. 143/4 dated 02 March 2023 are no longer in force.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.

According to the draft Federal Law “On Amendments to the Federal Law “On the Basics of State Regulation of Trade Activities in the Russian Federation" (the “Draft”), Russian retail chains must ensure the availability of a certain number of non-food products of Russian origin.

In reply to economic and financial sanctions within the last 15 months the Russian state has introduced various restrictions for persons from ‘unfriendly’ states. These limitations also affected their corporate rights in Russian companies – disposal of shares, receipt of dividends and other aspects of corporate management. 

On April 25, Russian President signed a decree on the introduction of temporary asset management of persons from unfriendly states in response to the seizure or restriction of rights to Russian property abroad.

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.