On October 24, 2025, the Government of the Russian Federation submitted to the State Duma of the Russian Federation Draft Law No. 1050649-8 " On Amendments to the Federal Law "On Investment Partnerships "(hereinafter - the "IP Law") and Fundamentals of Legislation of the Russian Federation on Notaries" (hereinafter - the "Bill").
Subject composition
According to the text of the Bill, it is proposed to expand the subject structure and allow the following persons to participate in an Investment Partnership (hereinafter referred to as "IP") as parties to the agreement:
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individuals, including individual entrepreneurs1;
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associations of persons without forming a legal entity (for example, joint-stock investment funds, mutual fund management companies).
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non-profit organizations.
Recall that the current version of the IP Law provides that commercial and non-commercial organizations can participate as parties to the contract2.
Financial Investment Partnership
In addition, the Bill proposes to add such a type of partnership as an investment financial partnership. Thus, under the agreement of an investment financial partnership, it will be possible that the common property of the partners may include only:
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Securities;
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Rights of claim for derivative financial instruments;
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Participation in the authorized capital of Russian and foreign organizations;
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Shares in foreign entities without forming a legal entity;
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Cash resources.
The maximum number of deposits in the form of publicly traded securities may not exceed 20 percent of the value of the partners deposits in the common property of the partners. At the same time, this restriction does not apply to securities from the high-tech sector-securities that are already included in the property before they are admitted to trading. It is also proposed to create a register of investment financial partnership agreements that support small technology companies through venture and direct financing.
Changes in the part of notarization of the IP agreement
The Bill proposes to make adjustments to the notarization of the IP contract, including the abolition of mandatory notarization of the IP contract by one notary and the possibility of concluding an IP contract by simultaneous certification by two or more notaries, as well as the possibility of concluding an IP contract by separate notarization of the irrevocable offer of the managing partner, and subsequently notarization of acceptance by all depositors; and the possibility of entering the IP agreement and related documents into the unified information system of the notary to ensure access to them for all notaries.
Other innovations
The Bill provides for the possibility of creating IP with separate property under the management of other managing partners in addition to RFPI Management Company JSC and other managers approved by the decree of the Government of the Russian Federation, as well as lifting restrictions on the participation of a managing partner in two or more IP contracts. In addition, the Bill proposes to exclude restrictions on the maximum term of an IP contract, which currently amounts to no more than 15 years, and to provide for the possibility of unilateral out-of-court refusal of partners from the IP contract in case of violation by any of the partners of the terms of the IP contract or invalidation of transactions of the managing partner at the request of any partner, in respect of which his right to general business management is limited by the IP contract.
Overall, proposed changes aim to enhance the popularity of IP as an instrument, making it available for more types of entities (persons) in the market.
1If the amount of the deposit is not less than the minimum amount of property belonging to an individual, established by the regulatory legal acts of the Bank of Russia in the requirements that an individual must meet in order to be recognized as a qualified investor
2In the case provided for by Federal Law