New Guarantees and Measures for Foreign Investors

On 1 July 2025, Presidential Decree No. 436 “On Additional Guarantees of the Rights of Foreign Investors” (hereinafter the “Decree No. 436”) was signed.

In accordance with the text of the Decree No. 436, new “In” type accounts (including “In” type deposit accounts (personal accounts)) are opened by Russian credit and non-credit financial organisations for foreign investors to make investments in the Russian Federation. They are intended for the storage and accounting of funds (both in rubles and in foreign currency) used for investments or received from them, as well as for the accounting of securities and assets related to such investments.

Who is a foreign investor

As foreign investors under Decree No. 436 shall be deemed:

(1) persons “unfriendly” foreign states investing in the Russian Federation (including with the involvement of foreign persons who are not persons of “unfriendly” foreign states and who, in accordance with their personal law, register and transfer rights to securities or perform any legal and factual actions in the interests of such persons of “unfriendly” foreign states);

(2) foreign persons from “friendly” foreign states investing in the Russian Federation with the involvement of foreign persons who, in accordance with their personal law, register and transfer rights to securities or perform any legal and factual actions in the interests of such foreign persons.

Conditions and restrictions

Decree No. 436 allows:

(1) the performance of conversion transactions on “In” accounts;

(2) the transfer of funds and Russian securities between “In” accounts when transactions (operations) are carried out in accordance with this Decree;

(3) the execution of transactions for the crediting and debiting of Russian securities on “In” deposit accounts (personal accounts):

  • when transactions (operations) are carried out in accordance with this Decree;

  • upon the redemption, conversion (exchange), repurchase or acquisition of Russian securities;

  • upon acquisition of Russian securities by their issuer, upon their redemption.

At the same time, it is stipulated that the following is not permitted:

(1) foreign investments using funds credited to bank accounts that are not “In” accounts;

(2) withdrawal of cash from “In” accounts.

Guarantees

According to the Decree No. 436, the following types of transactions are permitted in the course of foreign investment:

a) acquisition by a professional securities market participant acting on behalf of a foreign investor of Russian securities during their initial placement or at organised auctions;

b) disposal at organised auctions of Russian securities acquired during their initial placement or at organised auctions by a professional securities market participant acting on behalf of a foreign investor;

c) fulfilment of obligations to transfer payments on Russian securities acquired during their initial placement or on organised trading;

d) placement of funds by a foreign investor in a Russian credit institution as deposits and fulfilment of obligations to return deposits;

e) conclusion of contracts that are derivative financial instruments on organised trading, by a professional participant in the securities market acting on behalf of a foreign investor, and fulfilment of obligations under such contracts.

In addition, foreign investors using “In” accounts are entitled to carry out the above transactions (operations) without taking into account the provisions of the following decrees of the President of the Russian Federation:

  • No. 81 of 1 March 2022 “On additional temporary economic measures to ensure the financial stability of the Russian Federation”;
  • No. 95 of 5 March 2022 “On the temporary procedure for fulfilling obligations to certain foreign creditors”;
  • No. 126 of 18 March 2022 “On additional temporary economic measures to ensure the financial stability of the Russian Federation in the field of currency regulation”;
  • No. 254 of 4 May 2022 “On the temporary procedure for the fulfilment of financial obligations in the field of corporate relations to certain foreign creditors”;
  • No. 520 of 5 August 2022 “On the application of special economic measures in the financial and fuel and energy sectors in connection with the unfriendly actions of certain foreign states and international organisations”;
  • No. 618 of 8 September 2022 “On the special procedure for the implementation (execution) of certain types of transactions (operations) between certain persons”;
  • No. 737 of 15 October 2022 “On certain issues of the implementation (execution) of certain types of transactions (operations)”;
  • No. 138 of 3 March 2023 “On additional temporary economic measures related to the circulation of securities”.

Separate recording

The provisions of Decree No. 436 establish cases in which the requirement for separate recording provided for by the provisions of Decree of the President of the Russian Federation No. 138 of 3 March 2023 “On additional temporary economic measures related to the circulation of securities” shall not apply.

Such cases include, among others, the conclusion of subsequent transactions (operations) with Russian securities at organised auctions based on bids addressed to an unlimited circle of auction participants.