Anti-crisis support to business

A special procedure has been established for making certain transactions with securities

Further to the President’s Decree No. 138 dated 3 March 2023[1] (Decree No. 138), a special procedure has been established for performing transactions with Russian securities purchased from ‘hostile’ non-residents.

The conditions of transactions involving a disposal of shares and membership interests of Russian companies by "hostile" non-residents and a payment of dividends by Russian JSCs and LLCs to foreign shareholders and participants have been published The Government Commission for Monitoring the Implementation of Foreign Investments in Russia has established a list of conditions for the carrying out (performance) of transactions (operations) aimed at the disposal of securities, including shares and membership interests in (contributions to) the issued capitals of Russian legal entities, with the participation of "hostile" non-residents and persons under their control, as well as payments of profit (dividends) by Russian legal entities to foreign members (shareholders), compliance with which will be assessed when the authorised entity makes decisions on whether to issue (refuse to issue) permits for the implementation of relevant transactions (operations).

Numerous amendments to tax legislation have been adopted Numerous amendments to tax legislation have been adopted, including those related to the special military operation.

Measures of support have been adopted for mobilised individuals and companies that they own The Russian Government has extended deadlines for making mandatory payments and for submitting tax reports and has established other measures of support for mobilised individuals and companies that they own.

Martial law status. Restrictions for business and individuals in Russian regions

Pepeliaev Group advises that, on 19 October 2022, Presidential Decrees No. 756 and No. 757 came into force. They introduced martial law as of midnight of 20 October 2022 on the territories of Donetsk People’s Republic and Lugansk People’s Republic, as well as Zaporozhye and Kherson regions, and established special regulation in a number of other constituent entities of the Russian Federation.

Draft law on the extraordinary fulfillment of obligations aimed at preventing disasters A draft law ‘On amending articles 126 and 134 of Federal Law “On insolvency (bankruptcy)”’ has been put before the State Duma. The draft law was triggered by Resolution No. 4-P of the Russian Constitutional Court dated 1 February 2022, adopted following a claim of PJSC T Plus which was drafted by Pepeliaev Group’s bankruptcy and anti-crisis protection of business Practice.

The Ministry of Finance clarified certain issues regarding the application of the Presidential Decree on the introduction of a permissive procedure for transactions with LLC shares The Russian Ministry of Finance has published Official clarifications No. 1 relating to the implementation of Decree No. 618 dated 8 September 2022 as formalised in Letter No. 05-06-14RM/99138 dated 13. October 2022.

Amendments to the List of goods (groups of goods) permitted for parallel import

Public discussions are being held of the draft amendments to the List of goods (groups of goods) to which the provisions do not apply of articles 1359(6) and 1487 of the Russian Civil Code, provided that these goods (groups of goods) are released into circulation outside Russia by right holders (patent holders) or with their consent. The List was approved by Order No. 1532 of the Russian Ministry of Industry and Trade dated 19 April 2022.

Restrictions have been introduced on transactions (operations) being completed in relation to membership interests in the charter capital of Russian LLCs Starting from 8 September 2022, Decree No. 618 of the Russian President dated 8 September 2022 has established new requirements for completing transactions (operations) the subject matter of which are membership interests in the charter capital of Russian limited liability companies (LLCs).

Restrictions have been introduced on the disposal by “hostile” non-residents of shares or membership interests in strategic enterprises, credit institutions and PSA Starting from 5 August 2022, new requirements were introduced by Decree of the Russian President with regard to transactions in in the most important sectors of the Russian economy.

Since 14 July a moratorium has been introduced on the application of a number of antitrust prohibitions and other measures have come into force that are aimed at supporting business under conditions where sanctions are in force Amendments have been made to the legislation that impose  a moratorium on the application of a number of antitrust prohibitions when procurement is carried out from a single supplier, change the threshold values for transactions to be agreed with the antitrust authority, improve the procedure for preferences and support to be provided to  outdoor advertising operators. 

The procedure for converting branches and representative offices of foreign legal entities into business entities has been established The Federal Law has been adopted, which establishes the procedure for converting branches (representative offices) of foreign legal entities into limited liability companies.