Redomiciliation 2026: key changes introduced by the final version of Federal Law No. 319-FZ

Removal of the requirement to obtain an assurance conclusion

The Law on Amendments abandons the proposed requirement to obtain a conclusion providing reasonable assurance that the foreign legal entity’s previous jurisdiction of incorporation is not a jurisdiction where redomiciliation to the Russian Federation is unavailable or prohibited under applicable law.

Companies will therefore not need to engage auditors to obtain such a conclusion, reducing the time and costs associated with the redomiciliation process. Applicants, however, will remain responsible for assessing the relevant foreign law.

Expansion of the SAR MC’s powers in reviewing documents

Originally, it was proposed that paragraph 2 of part 8 of Article 5 of the IC Law be amended to introduce an additional basis for the management company of a special administrative region (the “SAR MC”) to refuse to forward documents to the registration authority where it has reasonable grounds to question the reliability of the information contained in the assurance conclusion.

Following the removal, at the third reading, of the requirement for obtaining an assurance conclusion, the wording was broadened to cover a wider range of circumstances. The SAC MC may now refuse to forward the documents to the registration authority where the information submitted is incomplete or unreliable, as well as where there are reasonable grounds to doubt the information provided. 

This significantly expands the SAR MC’s discretionary powers and creates an additional risk for applicants, as any information included in the document package may be subject to an assessment of whether there are ‘reasonable doubts’ as to its reliability. Applicants are therefore advised to ensure that all documents submitted as part of the application package are complete and internally consistent.

Extension of the document review period 

The Law on Amendments maintains the proposed amendment to part 6 of Article 5 of the IC Law, extending the period for document review and the SAR MC’s decision on whether to forward them to the registration authority from 2 to 15 business days.

As noted previously, this amendment will affect the overall timeframe for the registration of international companies in Russia. While the process previously took approximately 20–40 days depending on the company’s legal form, following the amendments companies will need to factor in additional time for the preliminary review of documents by the SAR MC.

Recognition of additional grounds for removal from the foreign register

The wording of part 14 of Article 5 of the IC Law has been retained, establishing a requirement for a foreign legal entity to be removed from the foreign register, with an additional clarification that such removal may take place “through redomiciliation, compulsory strike-off from the foreign register, liquidation, or on other grounds.” 

Accordingly, strike-off, liquidation and other grounds for removal will be recognized as equivalent to proper removal of a foreign company from the foreign register in connection with its redomiciliation under Russian law.

Presumption of compliance with the requirement for removal from the foreign register

Part 14.5 of Article 5 of the IC Law has been retained, granting the Government Commission the right to deem the requirement for removal from the foreign register as satisfied where certain circumstances exist. Under the revised wording, however, a single circumstance is now sufficient:

• Application or potential application of restrictive measures by foreign states and/or international organizations taking ‘unfriendly’ actions against the Russian Federation, Russian legal entities and Russian citizens, where such measures are directed at the foreign legal entity (including prior to its registration as an international company), the relevant international company, its shareholders and/or beneficial owners

Accordingly, the requirement for two extensions of the relevant period by the Government Commission, as proposed at the first reading, has been dropped. The provision now extends to the potential application of restrictive measures, meaning that the risk of sanctions being imposed may be sufficient, without the need to wait for such measures to be actually introduced. 

Increase in the maximum extension period for removal from the foreign register from one year to two years 

This is a new provision that was not included in the first-reading version of the Law on Amendments. Part 14.3-1 of Article 5 of the IC Law regulates the periods for which the Government Commission may extend the deadline for removal from the foreign register. The increase in the maximum extension period from one year to two years provides companies with additional time to regularize their status in the relevant foreign jurisdiction.

The Law on Amendments introduces special transitional provisions aimed at regulating the status of companies that have encountered procedural barriers in ‘unfriendly’ jurisdictions.

Presumption of compliance with the requirement to adopt a resolution changing the company’s governing law in the manner prescribed by that law 

Category 1. Companies incorporated in ‘unfriendly’ jurisdictions where redomiciliation to Russia is unavailable or prohibited under applicable law will be subject to a special regime. Russian law will presume compliance with the requirement to adopt a resolution changing the company’s governing law in the manner prescribed by that law, provided that both of the following conditions are met:

• A resolution to change the company’s governing law and reincorporate it as an international company has been adopted, and
• The company was already entered in the SAR participants register as an international company as of the effective date of the Law on Amendments, or may be entered in the register by the SAR MC no later than 1 September 2026.

Where the former governing law required unanimous approval or a qualified majority, or imposed other formal requirements for adopting the relevant resolution that were not met, Russian law will nevertheless recognize the adoption of the resolution itself and the entity’s entry in the SAR participants register by 1 September 2026 as sufficient. This effectively gives legal recognition to the practice that has developed in the circumstances.

At the first reading, the presumption applied irrespective of the jurisdiction in which the company was incorporated. At the third reading, its scope was narrowed to ‘unfriendly’ jurisdictions only. Accordingly, companies incorporated in ‘friendly’ jurisdictions where redomiciliation to Russia is unavailable or prohibited under applicable law will not be able to rely on this presumption.

Category 2. The requirement to adopt a resolution changing the company’s governing law in the manner prescribed by that law will also be deemed satisfied where all of the following conditions are met:

• The company’s previous jurisdiction of incorporation is a foreign state or territory taking ‘unfriendly’ actions.
• The foreign company had been removed from the foreign register by the date of its reincorporation as an international company in Russia, but not earlier than 24 February 2022.
• Prior to its removal from the foreign register, the foreign company had adopted a resolution to change its governing law and reincorporate as an international company in Russia.
• The company is either already entered in the SAR participants register as of the effective date of the Law on Amendments or may be entered in the register by the SAR MC no later than 1 September 2026.

In addition, a company falling within Category 2 will be deemed to have continued in existence as a legal entity from the date of its incorporation, without interruption. It will retain its existing status as an international company or acquire such status and, from the date of its registration in Russia, will be recognized as a business entity with the status of an international company.

We understand that these measures are intended to provide legal recognition to the existing status of companies, many of which were removed from foreign registers through simplified procedures or by way of compulsory strike-off, without having an opportunity to comply with the requirements for redomiciliation. The introduction of these provisions also seeks to eliminate uncertainty regarding the status of companies that have already completed the redomiciliation process.

Moratorium on the foreign register removal requirements for certain categories of international companies

The Law on Amendments introduces a moratorium on the application of foreign register removal requirements set out in parts 14–14.4 of Article 5 of the IC Law and suspends the running of the two-year period under part 14 of Article 5 until 31 December 2027.

Unlike the first-reading version, which provided for a general moratorium, the final version limits its application to international companies that meet both of the following criteria: 

1. As of the effective date of the Law on Amendments, the Government Commission for Control over Foreign Investment has adopted a resolution extending the deadline for their removal from the foreign register, and
2. The period for removal from the register of foreign legal entities specified in such resolution expires after the date the Law on Amendments enters into force.

Accordingly, the moratorium is available only to companies that have taken active steps to apply to the Government Commission and have obtained its approval.

It remains to be seen whether ‘accelerated’ redomiciliation to Russia is suitable for all foreign companies and what risks it may entail to particular corporate structure. These issues should be assessed on a case-by-case basis.

Our team is ready to provide comprehensive legal support, from assessing the applicability of the new rules to your structure and preparing the required documentation for the SAR MC to assisting with the process of obtaining necessary approvals from the Government Commission.

• Full legal support for more than 20 foreign companies successfully redomiciled to Russia as international limited liability companies or international joint-stock companies
• Support for more than 30 projects at the decision-making stage, including the development of redomiciliation roadmaps and comparative analysis of foreign jurisdictions
• End-to-end support throughout the redomiciliation process, covering both the Russian and foreign aspects with the involvement of our international network of advisors
• Adapting corporate documents to Russian law while preserving the relevant corporate mechanisms under foreign law
• Support throughout the share issuance registration process with the Bank of Russia and coordination with the SAR MC
• Legal support in confirming the foreign company’s removal from the foreign register
• Legal advice on investments in Russia
• Assessment of ‘accelerated’ redomiciliation risks in light of legislative developments and the specifics of each business structure