On May 29, 2025, the Russian Ministry of Finance published a draft federal law that introduces a new procedure for calculating income tax for Russian members of large multinational enterprise groups (MNEs)—that is, a national equivalent of the Global Anti-Base Erosion Model Rules (Pillar Two).[1] If adopted, the new rules will take effect as early as January 1, 2026.

Read here a brief overview of this draft federal law.

Amendments to the Russian Labor Code (Federal Law No. 144-FZ dated June 7, 2025) will take effect on September 1, 2025. These amendments will clarify the requirements for employers’ local policies and procedures regarding bonus payments to employees. These changes aim to eliminate arbitrary reductions in employee payments and align the provisions of the Russian Labor Code with the position of the Russian Constitutional Court.[1]

These are the key innovations:

The types of bonuses, their amounts, the time limits, grounds, and conditions for paying bonuses to employees are to be determined by the employer’s local policies and procedures.
When establishing a bonus system, quality, efficiency, and duration of work, as well as whether an employee is subject to any disciplinary sanction, are to be taken into account.
A bonus may be reduced if the reduction is related to a disciplinary sanction and applies to the accrued bonus for the period (g., the month), in which the sanction was applied. The reduction cannot decrease the employee’s monthly earnings by more than 20%.

On May 21, 2025, a draft law was published for its second reading. It outlines special considerations that would apply to foreign investors wishing to exercise their right to acquire (buy back) the shares (interests) previously held in Russian companies (the “Draft Law”) [1].

The Draft Law stipulates that a special procedure will apply when a foreign investor[2] retains the right to buy back shares (interests) in a Russian company and the purchaser in the transaction is a Russian citizen, a Russian company or a foreign company from a so-called “friendly country” [3] that is controlled by a Russian citizen.

Effective May 30, 2025, key changes introduced by Federal Law No. 420-FZ[1] will affect the processing and protection of personal data. The law will tighten control over the processing of personal data, introducing new types of offenses and record-high fines of up to RUB 500 million, or up to 3% of a company’s annual revenue. As you may remember, criminal penalties[2] for violating Russian personal data protection laws were established effective from December 11, 2024[3]. Criminalized actions include unauthorized access to, destruction, blocking, or modification of data as computer systems. Examples include hacking a database, deleting a file containing personal data, blocking access to them.

The main changes in administrative liability[4] pertain to compliance with personal data processing requirements.

On April 18, 2025, a List of Presidential Instructions was published, which includes an instruction to develop a special procedure for the return of foreign companies[1] to Russia, and an instruction to maintain a list of foreign companies that have curtailed or discontinued operations in Russia after February 22, 2022[2].

It is anticipated that a special procedure will be established for the following transactions (operations) involving persons from so-called “unfriendly countries”:

Acquisition of real estate by persons from “unfriendly countries” for the purpose of owning, possessing, or using such real estate to conduct business activities in Russia;
Acquisition by persons from “unfriendly countries” of the rights to directly or indirectly dispose of shares (interests) in companies, or other rights that would enable them to determine the conditions of management of such companies and/or the conditions of their business activities.

What will happen to the previously granted buyback options?

New rules on the use of SIM cards by foreign citizens start to apply in Russia from January 1, 2025. Foreign citizens are now required to undergo additional identification to keep their access to mobile communications and banking services. Those who will not confirm their mobile numbers by June 30, 2025 risk losing their communications, because mobile operators will stop servicing unregistered SIM cards.

Who are the new rules for?

The Law On Limited Liability Companies allows for situations where a shareholder’s share may be transferred to the company for one reason or another, and the shareholder ceases to hold a share in the company. In such a case, the company must pay the shareholder the actual value of the shareholder’s share. For example, this situation arises in the following cases[1]:

if a shareholder is permitted to withdraw from the company (as is expressly provided for in the company’s charter), and the shareholder has applied for withdraw;
if a shareholder requires the company to acquire the shareholder’s share, provided that the company’s charter prohibits a shareholder from withdrawing from the company and from selling his share to a third party, and the other shareholders have refused to purchase the shareholder’s share;
if the company’s charter provides that the heirs of a shareholder may not become shareholders of the company, or other shareholders’ consent is required to do so, and such consent has not been given; or
if, at the request of creditors, the share, or a portion thereof, owned by a shareholder of the company becomes the subject of execution proceedings.

Forte Tax & Law would like to remind you of the importance of holding an annual meeting of shareholders (members) of your company and of drawing up minutes of the meeting. This year, meetings are to be held in accordance with the updated rules, which requires more attention to avoid mistakes.

LLCs must hold an annual meeting by April 30, 2025, and JSCs must do so by June 30, 2025. Failure to hold a meeting or to meet the deadline could potentially result in substantial fines.

The mandatory matters to be decided at the annual meeting are:

the approval of the balance sheet and the statement of financial performance;
the approval of a company annual report.

Letter No. 27-01-21/11349 of the Russian Ministry of Finance dated February 10, 2025 was recently published, which is another attempt to clarify the procedure for including dividends in the customs value of goods.

On January 21 and 29, 2025, the Russian State Duma passed in the first reading draft laws clarifying the rules for exercising a preemptive right to purchase an interest in a limited liability company (the “Draft Laws”) .