1. Key changes regarding share transactions and corporate management in LLCs
On 10 July 2026, the Ministry of Finance of Russia published new clarifications specifying the rules for conducting transactions with shares and corporate managing in limited liability companies (LLCs)[1].
It should be recalled that Decree No. 618[2] was previously adopted, under which approval from the Government Commission for the Control of Foreign Investments in the Russian Federation is required for a wide range of transactions with persons from unfriendly states.
The Ministry of Finance has introduced two important exceptions to this rule:
(a) Changes to the corporate management of an LLC may now be implemented without special approval if:
NB1: This exception does not apply where the changes grant additional control to a participant from an unfriendly country. Such actions may be deemed an attempt to circumvent the rules.
NB2: The Ministry of Finance of Russia had previously clarified that special approval is not required when appointing or terminating the powers of the company’s sole executive body in accordance with the Labour Code of the Russian Federation (i.e., when an individual is appointed as the head of the organization under an employment contract)[3].
(b) A change in the size of a share in an LLC also does not require approval if:
NB3: This exception does not apply to cases where the company acquires its own share, nor to a participant’s withdrawal from the company by transferring their share to the company or by demanding that the company buy it out.
CONCLUSION: The new rules will help streamline corporate procedures and reduce administrative barriers for businesses, while preserving the key restrictions applicable to persons from unfriendly states.
2. Deposits of non‑residents from unfriendly states transferred to type “C” accounts
On 1 June 2026, amendments came into force regarding payment procedures for non‑resident entities from unfriendly states: the special regime, previously introduced by Decree No. 95 dated 5 March 2022 to regulate loans, credits, and financial instruments, has been extended to cover bank deposits[4].
Key points:
3. The Supreme Court of the Russian Federation has outlined new approaches to anti‑sanctions regulation
The Supreme Court of the Russian Federation has carried out a comprehensive analysis of the practice of applying anti‑sanctions regulation and, based on this, has established unified approaches for courts to follow when considering disputes in this area[5].
Key takeaways:
(a) Transactions designed to circumvent sanctions are now unequivocally deemed void and may result not only in the return of everything received under the transaction but also in the confiscation of assets for the benefit of the state.
Payment transactions are subject to heightened scrutiny, including:
NB1: The court will assess whether a transaction aimed at circumventing anti‑sanctions restrictions is void even if the parties do not refer to these circumstances, as the matter concerns the protection of public interest.
NB2: If facts indicating circumvention of anti‑sanctions restrictions come to light after a dispute has been resolved, this will not prevent the court from revisiting the case on the grounds of newly discovered circumstances.
NB3: A settlement agreement aimed at circumventing the restrictions is void and cannot be approved by a court.
(b) Judicial protection for persons from unfriendly countries is significantly restricted:
CONCLUSION: The Supreme Court of the Russian Federation has provided guidance on the application of anti‑sanctions legislation, which will serve as a reference point for all lower courts. The prevailing trend is the strengthened protection of Russia’s public interests, which are interpreted quite broadly.
[1] Letter of the Ministry of Finance of the Russian Federation dated July 1, 2026 No. 05-06-13RM/56768 “Official clarifications of the Ministry of Finance of the Russian Federation No. 5 on the application of the Decree of the President of the Russian Federation dated September 8, 2022 No. 618”.
[2] Decree of the President of the Russian Federation of September 8, 2022 No. 618.
[3] Letter of the Ministry of Finance of Russia dated February 3, 2025 No. 05-06-13RM/9424 “Official clarifications No. 3 on the application of the Decree of the President of the Russian Federation dated September 8, 2022 No. 618”.
[4] Decree of the President of the Russian Federation of June 1, 2026 No. 377 "On Amending the Decree of the President of the Russian Federation of March 5, 2022 No. 95 "On the Temporary Procedure for Fulfilling Obligations to Certain Foreign Creditors."
[5] Thematic Review of the Supreme Court of the Russian Federation No. 8/2026 "On the Application by Arbitration Courts of Legislation on Special Economic Measures Provided for the Purpose of Protecting the National Interests of the Russian Federation", approved by Resolution of the Presidium of the Supreme Court of the Russian Federation of June 17, 2026 No. 11A/2026.
On 10 July 2026, the Ministry of Finance of Russia published new clarifications specifying the rules for conducting transactions with shares and corporate managing in limited liability companies (LLCs)[1].
It should be recalled that Decree No. 618[2] was previously adopted, under which approval from the Government Commission for the Control of Foreign Investments in the Russian Federation is required for a wide range of transactions with persons from unfriendly states.
The Ministry of Finance has introduced two important exceptions to this rule:
(a) Changes to the corporate management of an LLC may now be implemented without special approval if:
- the decisions are adopted by the general meeting of the LLC participants;
- the changes relate solely to the company’s management bodies — i.e., their establishment, modification of powers, or termination of activities (for example, establishing a Board of Directors or terminating the activities of the Management Board);
- the scope of participants’ rights remains unchanged.
NB1: This exception does not apply where the changes grant additional control to a participant from an unfriendly country. Such actions may be deemed an attempt to circumvent the rules.
NB2: The Ministry of Finance of Russia had previously clarified that special approval is not required when appointing or terminating the powers of the company’s sole executive body in accordance with the Labour Code of the Russian Federation (i.e., when an individual is appointed as the head of the organization under an employment contract)[3].
(b) A change in the size of a share in an LLC also does not require approval if:
- it concerns the redemption of an undistributed or unsold share within the prescribed period;
- the shares are already held by the LLC itself;
- the authorized capital is reduced by an amount equal to the nominal value of the share.
NB3: This exception does not apply to cases where the company acquires its own share, nor to a participant’s withdrawal from the company by transferring their share to the company or by demanding that the company buy it out.
CONCLUSION: The new rules will help streamline corporate procedures and reduce administrative barriers for businesses, while preserving the key restrictions applicable to persons from unfriendly states.
2. Deposits of non‑residents from unfriendly states transferred to type “C” accounts
On 1 June 2026, amendments came into force regarding payment procedures for non‑resident entities from unfriendly states: the special regime, previously introduced by Decree No. 95 dated 5 March 2022 to regulate loans, credits, and financial instruments, has been extended to cover bank deposits[4].
Key points:
- the restrictions apply to obligations exceeding RUB 10 million per month (or the equivalent amount in foreign currency);
- to settle such obligations, a type “C” account must be opened;
- funds held in a type “C” account may only be used for operations approved by the Central Bank of Russia.
3. The Supreme Court of the Russian Federation has outlined new approaches to anti‑sanctions regulation
The Supreme Court of the Russian Federation has carried out a comprehensive analysis of the practice of applying anti‑sanctions regulation and, based on this, has established unified approaches for courts to follow when considering disputes in this area[5].
Key takeaways:
(a) Transactions designed to circumvent sanctions are now unequivocally deemed void and may result not only in the return of everything received under the transaction but also in the confiscation of assets for the benefit of the state.
Payment transactions are subject to heightened scrutiny, including:
- artificial splitting of payments to keep them below the established threshold of RUB 10 million per month;
- technical assignment of claims as a means of withdrawing funds;
- direct transfers to foreign creditors in violation of the restrictions.
NB1: The court will assess whether a transaction aimed at circumventing anti‑sanctions restrictions is void even if the parties do not refer to these circumstances, as the matter concerns the protection of public interest.
NB2: If facts indicating circumvention of anti‑sanctions restrictions come to light after a dispute has been resolved, this will not prevent the court from revisiting the case on the grounds of newly discovered circumstances.
NB3: A settlement agreement aimed at circumventing the restrictions is void and cannot be approved by a court.
(b) Judicial protection for persons from unfriendly countries is significantly restricted:
- previously applied anti‑suit injunctions are now interpreted as broadly as possible: an obstacle to continuing proceedings abroad may include not only the imposition of personal sanctions but also other measures that effectively restrict a Russian person’s access to foreign justice (e.g., refusal to issue a visa to a Russian citizen);
- when considering whether to enforce in Russia an award of foreign arbitrators from unfriendly countries, the court must verify whether it contradicts Russia’s public interest — taking into account both the circumstances of the dispute and the consequences of enforcing the award in Russia. The party seeking enforcement bears the burden of proving that the foreign arbitral award was objective, impartial, and does not contradict Russia’s public interest;
- a conflict with public policy may arise even when enforcing an award of an arbitration tribunal rendered in Russia (for example, where the claimant is a person from an unfriendly jurisdiction and enforcement would effectively circumvent existing anti‑sanctions rules).
CONCLUSION: The Supreme Court of the Russian Federation has provided guidance on the application of anti‑sanctions legislation, which will serve as a reference point for all lower courts. The prevailing trend is the strengthened protection of Russia’s public interests, which are interpreted quite broadly.
[1] Letter of the Ministry of Finance of the Russian Federation dated July 1, 2026 No. 05-06-13RM/56768 “Official clarifications of the Ministry of Finance of the Russian Federation No. 5 on the application of the Decree of the President of the Russian Federation dated September 8, 2022 No. 618”.
[2] Decree of the President of the Russian Federation of September 8, 2022 No. 618.
[3] Letter of the Ministry of Finance of Russia dated February 3, 2025 No. 05-06-13RM/9424 “Official clarifications No. 3 on the application of the Decree of the President of the Russian Federation dated September 8, 2022 No. 618”.
[4] Decree of the President of the Russian Federation of June 1, 2026 No. 377 "On Amending the Decree of the President of the Russian Federation of March 5, 2022 No. 95 "On the Temporary Procedure for Fulfilling Obligations to Certain Foreign Creditors."
[5] Thematic Review of the Supreme Court of the Russian Federation No. 8/2026 "On the Application by Arbitration Courts of Legislation on Special Economic Measures Provided for the Purpose of Protecting the National Interests of the Russian Federation", approved by Resolution of the Presidium of the Supreme Court of the Russian Federation of June 17, 2026 No. 11A/2026.