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?
Among other things, the Russian President has instructed to develop a special procedure for the sale of buyback options for Russian assets sold on non-market terms after February 22, 2022. The Russian government appears to be sending a message that the return of such assets will be scrutinized more closely by the Russian regulatory agencies and will probably require separate additional approval and compliance with some requirements that have yet to be developed.
However, it is a well-known fact that there is already a formal procedure for approving transactions (operations) involving real estate, shares (interests) in Russian companies with the participation of foreign “unfriendly” persons. Therefore, it is likely to be about the development of certain conditions for foreign companies to enter the Russian market.
We will be monitoring the situation closely and keep you informed as soon as there are any changes to the legislation.
Still have questions or want to discuss something? Send an email to Julia Talagaeva or Artem Eretenko.
[1] The term “foreign companies” means companies from so-called “unfriendly countries”, a list of which was approved by Directive No. 430-р of the Russian Government dated March 5, 2022
[2] http://www.kremlin.ru/acts/assignments/orders/76722 (in Russian)
Read MoreOn April 22, 2025, in St. Petersburg, Delovoy Peterburg newspaper announced the results of the contest “Legal Top: Team Score 2025”.Law firms based in St. Petersburg participate in the competition and submit their cases to be judged by a panel of experts.
The Forte Tax & Law team was awarded with a winner’s diploma in the category “Non-Petersburg Cases of Petersburg Lawyers” and took second place in the category “Legal Practices – Corporate Law”.
Congratulations to the winners and participants of the contest!
To read the full article, click here (in Russian).
Read MoreWhat’s happened?
On April 1, 2025, provisions came into force requiring mandatory contributions for the distribution of online advertising. The corresponding amendments were introduced to the Federal Law No. 38-FZ of March 13, 2006 “On Advertising” (hereinafter referred to as «the Advertising Law») by Federal Law No. 479-FZ of December 26, 2024.
Who is required to pay the contributions?
The following parties are liable for the contributions:
- Advertising distributors and advertising system operators that place advertisements on the Internet aimed at attracting the attention of consumers located in Russia (hereinafter referred to as “advertising distributors”) [1];
- Any persons, whether natural or legal that (а) carry out activities to distribute online advertising on behalf and at the expense of an advertiser/advertising distributor, or (b) provide services for distributing online advertising in their interests (hereinafter referred to as “advertising agents”) [2].
Interestingly, there is no direct indication of the need for advertising agents to target their advertising at Russian consumers, nor are there any restrictions based on the place of registration or tax residence of such payers. That is, formally, any person that carries out these activities may fall under the obligation to make the contributions. At the same time, we believe that the absence of such a provision is merely the result of a legislative drafting inaccuracy.
Generally, advertising distributors and advertising agents pay the contributions on their own.
However, if a Russian advertiser—whether an individual, a sole proprietorship, or a legal entity—enters into a contract with a foreign individual or legal entity or a stateless person for the distribution of online advertising aimed at Russian consumers, the Russian advertiser is obligated to calculate and withhold the contributions from the funds paid[3].
[1] Article 18.2(1) of the Advertising Law
[2] Article 18.2(10) of the Advertising Law
[3] Article 18.2(5) of the Advertising Law
What is the contribution rate?
The contribution rate is set at 3%[1].
The received funds are to be credited to the federal budget and are expected to be used for supporting rights holders of Russian software and the development of certain information resources[2].
How is the base for calculating contributions determined?
The base for calculating contributions is the income received from the relevant activity during the quarter[3].
For advertising distributors, the base is the income earned from placing advertisements. For advertising agents, it is the amount of agency remuneration or income earned from the provision of advertising distribution services in the interests of such an advertiser and/or advertising distributor. It is assumed that if contributions on the income from providing advertising distribution services are paid by the advertising agent, the advertising distributors will not have to pay contributions on that advertisement[4]. It is expected that this will help avoid the “doubling” of contributions.
In general, the Russian Federal Service for the Supervision of Communications, Information Technology, and Mass Media (“Roskomnadzor”) independently calculates the amount of contributions based on the information provided to it[5]. In fact, the information will be sourced from the already functioning information system, «the Unified Online Advertising Register». The submission of information to this system is mandatory for advertisers (with the exception of owners of exclusive rights to goods or sellers of goods), advertising distributors, operators of advertising systems, and individuals who provide access to informational resources on the internet for more than 200,000 users[6].
Roskomnadzor will also monitor the completeness and timeliness of payment of the contributions[7].
[1] Article 18.2(4) of the Advertising Law
[2] Article 18.2(1) of the Advertising Law
[3] Article 18.2(3) of the Advertising Law
[4] Para. 5 of the Draft Resolution of the Russian Government On the Approval of Special Considerations Related to the Calculation and Payment of the Levy Provided for in Article 18.2(1) of the Federal Law ‘On Advertising’ and the Procedure for Monitoring the Completeness and Timeliness of Payment of Such Levy
[5] Article 18.2(6) of the Advertising Law
[6] Article 18.1(3) of the Advertising Law
[7] Article 18.2(7) of the Advertising Law
Which advertising revenues are exempt from contributions?
The law provides exceptions to the obligation to pay contributions. Specifically, contributions are not required for advertising placed:
- on the websites owned by:
- TV and radio broadcasters;
- news agencies;
- on the websites that are registered as online publications whose editorial offices and/or founders are:
- government or municipal authorities, or in whose charter capital there is a share owned by the Russian Federation, a constituent entity of the Russian Federation, or a municipal entity;
- receive budget allocations during the year;
- carry out the activities of an editorial office, publisher, or founder of a periodical, provided that their total circulation meets the criteria set by the Advertising Law;
- on all-Russian mandatory public access TV channels and TV channels that carry out digital broadcasting in multiplexes throughout Russia.
Payment deadline and further details
Other details regarding the payment procedure for contributions should be established by the Russian Government[1]. The Russian Government will also determine the criteria for classifying information disseminated on the Internet as advertising[2].
The Russian Government has not yet been adopted such a regulation. However, a draft resolution prepared by the Ministry of Digital Development exists[3].
According to the draft, Roskomnadzor will calculate the amount of contributions no later than the 15th day of the second month of the quarter following the reporting quarter in the payer’s online account[4].
The payment of mandatory contributions must be made no later than the 5th of the third month of the quarter following the reporting period[5].
[1] Article 18.2(8) of the Advertising Law
[2] Article 18.2(2) of the Advertising Law
[3] Draft Resolution of the Russian Government On the Approval of Special Considerations Related to the Calculation and Payment of the Levy Provided for in Article 18.2(1) of the Federal Law ‘On Advertising’ and the Procedure for Monitoring the Completeness and Timeliness of Payment of Such Levy (Draft ID 02/07/03-25/00155826) (the “Draft Resolution”)
[4] Para. 10 of the Draft Resolution
[5] Para. 9 of the Draft Resolution
Do you have any questions or would like to discuss something? Please send an email to Nadezhda Danilenko
Read MoreNew 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 requirements apply to all foreign citizens using Russian SIM cards. This includes those who live in Russia and those who visit Russia from time to time. This innovation is especially important for those foreign citizens who use Russian SIM cards for their mobile banking applications, online banking systems, and other services that require SMS verification codes.
What do you need to do?
To keep your mobile number, you must take the following steps **by June 30, 2025**:
- Obtain a SNILS (Individual Insurance Account Number).
- Create and confirm an account on the Russian Public Services Portal (Gosuslugi).
- Register in the Unified Biometric System by submitting your biometric data (photo and voice).
- Confirm your SIM card either at your mobile operator’s outlet or through the Gosuslugi
The same rules apply to new SIM cards purchased after January 1, 2025.
What happens if you don’t do it?
If you do not complete this procedure on time, your mobile operator will suspend the service of your mobile number. As a result, you may lose access to your banking and other online services.
We will be pleased to advise you on the confirmation of your SIM card and on any migration matters that you may have.
Do you have any questions or would like to discuss something? Please send an email to Julia Talagaeva or Alexandra Yudina.
Sincerely,
Read MoreThe 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.
The actual value of the share corresponds to a portion of the value of the company’s net assets that is proportional to the size of the shareholder’s share. The value of the company’s net assets is calculated on the basis of the company’s financial statements. For this reason, the actual value of a share may differ from its market value. Often it may be lower.
There have been previously court disputes in which the plaintiffs have attempted to bring the actual value of a share closer to its market value. The courts in a number of cases have argued that the market value of real estate, rather than its accounting residual value[2], should be used to calculate the value of the company’s net assets and the actual value of a share.
At the end of March 2025, a draft law was submitted to the Russian State Duma, according to which the actual value of a share is to be determined and paid at its market value, if the person, to whom the actual value of a share, or a portion thereof[3] is to be paid, so declares. An appraiser will be engaged to determine the market value of a share. At the same time, the draft law states that if the person, to whom the actual value is to be paid, requests that the market value of a share be paid, it will not be permitted to use any value, except the market value.
These changes could result in significant risks to joint ventures if a shareholder withdraws, as the market value of a share may be much higher than its actual value, which could create significant risks to the very existence of the company.
We recommend reviewing your company’s charter to determine whether it prohibits a shareholder from withdrawing from the company and making other changes to the charter that will protect your company’s activities if a shareholder decides to withdraw.
We will be happy to draft amendments to your company’s charter for you that will meet your needs and minimize the risks associated with the withdrawal of shareholders.
Do you have any questions or would like to discuss something? Please send an email to Anton Kabakov or Alexandra Yudina.
[1] Article 23 of Federal Law No. 14-FZ dated February 8, 1998 On Limited Liability Companies.
[2]Resolution No. 15787/04 of the Presidium of the Russian Supreme State Commercial Court dated June 7, 2005 in Case No. А53-15243/02-С4-11, Resolution No. 5261/05 of the Presidium of the Russian Supreme State Commercial Court dated September 6, 2005 in Case No. А50-10328/2004-Г25, Resolution No. 16191/11 of the Presidium of the Russian Supreme State Commercial Court dated April 17, 2012 in Case No. А40-18600/05-134-138, and Ruling No. ВАС-5228/13 of the Russian Supreme State Commercial Court dated May 6, 2013 in Case No. А54-329/2010.
[3] Draft Federal Law No. 876952-8 On the Introduction of Amendments to the Federal Law ‘On Limited Liability Companies’.
Read More
When a company is liquidated, the employer is obligated to pay the dismissed employees their average monthly earnings for the period during which they are looking for a new job. However, in practice, it is often the case that the right to such payment does not arise until after the completion of the liquidation process.
Several years ago, the Russian Constitutional Court highlighted this issue, and amendments were even introduced to the Russian Labor Code. Yet the core problem remains: by the time the right to payment arises, the legal entity will have ceased to exist. As a result, the employee—or, in some cases, the prosecutor’s office—will file a lawsuit to recover the unpaid amounts, and courts will typically rule in their favor.
This creates potential liabilities for the company, the liquidator, and the founders. To avoid such situations, it would be advisable to make provisions for possible payments already in the liquidation phase.
To read the full article, click here (in Russian).
Read MoreOn March 19, 2025, the SPIBA Legal Committee held a webinar on “Instruments of saving and investing capital: Personal Funds and Closed-End Investment Funds (CEIFs)”. It was organized and moderated by Julia Talagaeva, Senior Associate at Forte Tax & Law.
Read MoreThe lawyers at Forte Tax & Law who specialize in dispute resolution have successfully represented a Russian IT group of companies in a lawsuit concerning the recovery of remuneration under an agency agreement.
Read MoreForte 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.
Depending on the structure of your company’s management bodies and the provisions of the charter, the annual meeting must also adopt resolutions, in particular, on the formation of the board of directors and on any other matters, for example, on the distribution of dividends, approval of transactions, conduct of an audit, etc. The notice of the meeting must contain all matters proposed for discussion at the general meeting of shareholders (members), along with the relevant documents.
If your company’s charter (relevant for LLCs and non-public JSCs) has not been amended to allow annual meetings to be held fully in absentia, these meetings must be held in person—i.e., in the joint presence of shareholders (members) or in person/absentia (when some participants are present in person while others are in absentia). Where shareholders (members) are to be represented by proxies in a meeting, it is essential that these proxies must be issued with powers of attorney that can prove their authority. Powers of attorney issued in foreign countries must be apostilled or legalized and accompanied by a Russian translation.
In addition to the in-person format, an annual meeting can also be held remotely.
All the results of the meeting must be recorded in minutes signed as required by the charter. Please note that if the meeting elects an executive body, such a resolution must be notarized, irrespective of the provisions of the charter.
We would be pleased to assist you with holding meetings and drawing up all necessary documents as prescribed by the new rules.
If you have any questions or you would like to discuss something, please send an email to Julia Talagaeva or Alexandra Yudina.
Read MorePravo-300 has published the results of the individual ranking of lawyers for 2024.
Anton Kabakov and Natalia Vorobyeva are recognized as recommended lawyers!
Congratulations to our colleagues!
