Since 2022, many transactions involving investors from states designated as “unfriendly” require prior approval of the Russian Government Commission for Control over Foreign Investment. This covers sales of shares in Russian companies, certain real estate deals and other corporate actions. Deals closed without a required approval risk being void.
When approval is required
- Sale or transfer of shares (participation interests) in Russian companies where a party is connected to a designated state;
- Certain real estate transactions with such parties;
- Other corporate actions listed in the applicable presidential decrees and Government regulations, which change frequently.
What we do
- Assess whether your transaction actually needs Commission approval — many structures do not;
- Prepare the application package: valuation, deal terms, corporate documents, translations;
- Advise on current conditions imposed on approvals (independent valuation, discount requirements and budget contributions under the rules in force at filing);
- File through the authorized ministry, track the review and respond to follow-up requests;
- Structure the closing so that payment and title transfer comply with the approval terms.
Timelines and practice
Review timelines vary and depend on the deal profile and the Commission’s workload; realistic planning horizons are months rather than weeks. We track the current practice continuously and give you an honest assessment before you commit to a timetable.
FAQ
The rules keep changing — how do you deal with that?
Conditions (discounts, contributions, procedural details) are updated regularly. We verify the applicable requirements as of the filing date and design the deal documents to accommodate adjustments.
