Dear colleagues,

In response to numerous inquiries from companies about the environmental fee and the active changes in this area expected in 2025-2026, we have prepared an overview of the topic to help you understand some key aspects.

The environmental fee and related reporting represent a system that reflects the responsibility placed on manufacturers and importers to consider the fate of their goods and packaging after they have served their term. The system is becoming more complex, the rates are increasing and control is tightening. We examine the upcoming changes and their implications for companies.

Who is liable?

The following entities are required to pay the environmental fee and submit reporting:

• Manufacturers of goods and packaging released within the territory of the Russian Federation.
• Importers bringing goods and packaging from abroad.
• Disposal companies, if they take on the responsibility of meeting disposal standards.

Important: the obligation arises for the entity that first releases the goods or packaging on the market in the Russian Federation, provided that the goods or packaging are included in the relevant List. The environmental fee is calculated considering the standards.

What changes take effect in 2025

1. Significant rate increase

The Government has approved new base rates for the environmental fee for 2025–2027 (Resolution No. 1041 dated August 1, 2024). Compared to 2024, the rates will increase by 15% in 2025, with further planned increases in subsequent years.

• Example for tires and rubber:
  • 2025 — 10,310 RUB/tonne
  • 2026 — 11,135 RUB/tonne
  • 2027 — 11,580 RUB/tonne

• Example for textile products:
  • 2025 — 18,750 RUB/tonne
  • 2026 — 20,250 RUB/tonne
  • 2027 — 21,060 RUB/tonne

Furthermore, the Ministry of Natural Resources has already prepared a new draft resolution that starting from 2026 could introduce even higher rates (e.g., for textiles — up to 89,184 RUB/tonne). This indicates a sustained trend of increasing environmental compliance costs.

How to calculate? In its inquiries the Federal Service for Supervision of Natural Resources refers to data from customs declarations. These declarations contain information about the goods, including weight, codes and volumes. All this data is automatically compared.

Data required for calculating the environmental fee:

1. Manufacturers of goods – a list of goods indicating the code in accordance with the Russian Classification of Products by Economic Activities (OKPD2), product name, the weight of all manufactured products.
2. Importers – the customs declaration which specifies the HS code of the imported goods, the packaging code in most cases and the gross and net weights.

2. Tightening of the rules for importers from 2026.

From 1 September 2024 to 31 December 2025 a special experimental regime will apply to certain types of goods: reporting and payment of environmental fee should be completed before the date of their release by the customs authorities for domestic consumption. 

The current version of the law stipulates that upon completion of the experiment (from 01.01.2026), these rules will become mandatory for all importers (the Article 24.5. Environmental Fee of the Federal Law No. 89-FZ dated 24.06.1998).

The obligation to ensure the recycling of waste from the use of goods will arise for the importer of goods:

1. for imports from EAEU countries – from the day the goods are recognized.
2. for imports from countries outside the EAEU – before the day of release by the customs authority for domestic consumption!

An alternative may be to submit a notification of intent to dispose of the waste independently or to provide a bank guarantee or surety agreement from the disposal company for the amount of the fee (the term of the guarantee or surety agreement shall not be earlier than 15 October of the following year).

The good news is that legislators are considering extending the experimental regime – see the draft of the Federal Law (prepared by the Russian Ministry of Natural Resources). The ministry has proposed extending the experiment on the payment of environmental fees prior to the submission of customs declarations for another year, as well as easing the conditions for paying the fees prior to the submission of declarations (within 90 days after the release of goods). 

The bill was submitted on 20 October 2025 – we recommend monitoring the progress of this initiative.

Liability: risks and fines

The risks should not be underestimated. The Federal Service for Supervision of Natural Resources actively employs a system of cross-checks, comparing data from companies’ reports with information from customs declarations and other state databases.

The fines for violations are substantial:

• For failure to submit or late submission of reports: for legal entities — from 70,000 to 150,000 RUB.
• For inaccurate data in reports: the fine for legal entities is twice the amount of the fee (but not less than 250,000 RUB).
• For missing payment deadlines or non-payment of the fee: the fine for legal entities is three times the unpaid amount (not less than 500,000 RUB).

Who is exempt from payment?

Payment is not required, but reporting is still mandatory if:

• The goods are for export.
• They are used as raw materials or components for manufacturing other goods.
• The recycling target has already been met (independently or through an accredited recycling operator).

Manufacturers and importers who recycle their products are subject to special statistical waste management reporting. This is the annual form 2-TP (waste).

Practical recommendations for business

1. Audit. Verify whether your goods and packaging are included in the current list (Government Resolution No. 2414 dated December 29, 2023).
2. Be proactive. If you receive a letter from The Federal Service for Supervision of Natural Resources, it is advisable to comply with the requirement within the specified deadline (submit the report, pay the fee) and only then challenge their position. A delay results in an automatic fine.
3. Remember the deadlines for 2025:
   • Submit reports — by April 1, 2026.
   • Pay the environmental fee — by April 15, 2026.

Important: If April 15 falls on a weekend or holiday, the fee should be paid before this date. The deadline is not extended to the next business day.

Conclusion

The environmental fee is no longer a formality but have become a significant expense and a serious regulatory risk for businesses. Rising rates and tighter controls signal that it is time to build a transparent system of environmental reporting and waste disposal. Those who do so now will not only avoid multimillion fines, but also lay the foundation for sustainable development in the new economic reality.

Dear colleagues,

the summer of 2025 has been very busy in terms of legislative initiatives and changes. The field of corporate law is no exception.

We would like to inform you about the updates in this area. For your convenience, we have summarized the key updates and innovations for LLCs and JSCs in the overview below.

We have previously written about other important new developments that took effect in September 2024 and March 2025.

Matryoshka companies

Previously, Article 66 of the Civil Code of the Russian Federation, Article 7 of the Federal Law No. 14-FZ dd. February 8, 1998 “On Limited Liability Companies” and Article 10 of the Federal Law No. 208-FZ dd. December 26, 1995 “On Joint-Stock Companies” provided that a company cannot have another business entity consisting of one person as its sole participant/shareholder.

This comprehended a “matryoshka” ownership structure: when one company owns 100% of the shares in the authorized capital of another, the latter owns 100% of the shares in the authorized capital of a third, and so on.

One of the important reasons for this prohibition was to prevent risks to the state due to the nontransparency of such a structure.

It was assumed that the “matryoshka” structure made it difficult to identify the ultimate beneficiary and could be used to evade taxes, hide assets, or avoid liability for obligations. In practice, to get out of this situation, many companies brought in a nominal participant with a minimal share (for example, 1% or less). Having such participant helped get around the legal ban, but when the company’s ownership structure changed, this participant sometimes had to be removed from the list of participants.

On August 1, 2025, amendments to the abovementioned legal acts came into force.

Now, individuals and legal entities can establish “matryoshka” companies and be their sole owners.

The current wording of the law is as follows: a company may have as its sole participant/shareholder another business entity consisting of one person, unless otherwise provided by [federal law].

The ban was lifted to make it easier for businesses to operate under sanctions. Of course, the reduced risk of violations due to the development of law (like liability for subsidiaries and controlled companies, as well as liability of controlling persons) and instruments of state control, including tax authority oversight, also played a role.

According to the explanatory note to the amendments, this type of business structuring can be an effective tool for separating areas of activity, clearly dividing areas of responsibility among management, and creating a more transparent and logical business management system.

It should be noted that the permission to create “matryoshka” structures was captured in the law without any restrictions.

Certification of resolutions passed by the sole shareholder

Also, on August 1, 2025, amendments to the legislation on joint-stock companies regarding the adoption of resolutions by the sole shareholder came into force.

Clause 6 of Article 47 of the Federal Law No. 208-FZ dd. December 26, 1995 “On Joint-Stock Companies” now expressly states that, unless otherwise provided by the company’s articles of association, resolutions of the sole shareholder are not subject to notarization.

Thus, it will no longer be necessary to amend the articles of association to exclude the requirement for such resolutions to be certified in a joint-stock company.

Please note that no such updates have been made with regard to LLCs.

Preemptive right to purchase a share

Article 21 of the Federal Law No. 14-FZ dated February 8, 1998 “On Limited Liability Companies” has been amended with regard to the procedure for exercising the preemptive right to purchase a share in the authorized capital of such company.

The main update is that the relevant rules provided for by law can now be changed in the company’s articles of association.

Previously, a company participant who decided to leave was obliged to first offer his/her share for purchase to other LLC participants. If they refused to purchase the share, the participant was entitled to sell the share to third parties.

Now, with the consent of all participants, the LLC’s articles of association may

• exclude the preemptive right to purchase a share;
• limit the circle of participants who can exercise this right;
• determine the conditions under which participants may exercise their preemptive right to purchase a share or, on the contrary,
  be deprived of it.

For example, the possibility of exercising the preemptive right by participants may be linked to the presence or absence of certain circumstances or certain deadline.

At the same time, a prohibition or restriction on the preemptive right to purchase a share that was established by the articles of association personally in relation to the former participant does not apply to the new owner of his/her share.

Amendments to the LLC articles of association regarding the preemptive right to purchase a share may be made by a unanimous resolution of all the participants. To exclude these amendments from the articles of association, at least 2/3 of the participants’ votes are required (unless a larger number of votes is provided for in the articles of association). These resolutions must be notarized.

The amendments shall enter into force on September 01, 2025.

We will be happy to provide additional comments at your request and advise you on this or any other topic.

Dear colleagues,

Over the past year, international brands that have reduced their presence or left the Russian market have been registering trademarks in the Russian Federation, which has been widely covered in the media. Having received many questions from companies about the regulation of brand protection in the current situation, we decided to describe in more detail the mechanism of trademark protection in Russia, the existing risks, opportunities and options.

National and international trademarks in Russia

Russia protects both trademarks registered under the Madrid system (international registrations) and national marks registered with the Federal Service for Intellectual Property (Rospatent). 

Russia recognizes conventional priority (Article 1507 of the Civil Code of the Russian Federation, Article 4 of the Madrid Agreement), which means protection of rights to a trademark registered in any Paris Convention country. 

However 

• the introduction of the parallel import regime has partially limited this protection for certain categories of goods;
• legal protection of a trademark may be terminated early if the right holder does not use it for three consecutive years in respect of the goods concerned.

This provision is set forth in Article 1486 of the Civil Code of the Russian Federation and corresponds to clause “c” of Article 5 of the Paris Convention for the Protection of Industrial Property dated 20.03.1883. 

How does it happen?

In accordance with clause 1 of Article 1486 of the Civil Code of the Russian Federation, legal protection of a trademark may be early terminated in respect of all or part of the goods for which it is registered, if the mark has not been used for three consecutive years.

An interested person who has reasons to believe that the right holder does not use the trademark shall have the right to send him a proposal for voluntary withdrawal of legal protection.

Such a proposal may contain a claim either to 

• submit an application to the federal executive body in the field of intellectual property to waive the right to the trademark, or 
• enter into an agreement on alienation of the exclusive right. 

This proposal shall be sent not only to the right holder, but also to the address indicated in the State Register of Trademarks or the relevant international register.

It is important to note that it is possible to send such a proposal only after three years from the date of state registration of the trademark. If within two months after receipt of the proposal the right holder does not take the abovementioned actions, the interested party is entitled within the next thirty days to apply to the court with a claim for early termination of legal protection of the trademark due to its non-use.

At the same time, the legislation does not contain an exhaustive list of cases when a person may be recognized as an interested party. The court in each specific case assesses whether the claimant has a legitimate interest in terminating the legal protection of the unused trademark. Any person whose legitimate interests are affected by the existence of an unused registration may be acknowledged an interested party.

Of course, the trademarks of foreign companies that left the Russian market in 2022 face particularly high risks of early termination of protection.

Consequences of loss of legal protection

If a trademark loses legal protection, there is a potential risk that third parties may register it on their names. 

In this case, there is a risk that products marked with the trademark of the former right holder will appear on the market, as control over the brand will be lost. 

Restoration of rights will require significant time and financial expenses.

Current situation: risks

The current situation with the possible consequences of the loss of legal protection of a trademark remains controversial. 

Early termination of protection creates prerequisites for re-registration of a brand or registration of a similar designation. However, despite the significant number of applications duplicating or imitating foreign marks, Rospatent often refuses to register identical or confusingly similar marks held by well-known companies.

Nevertheless, although the implementation of such brand interception is fraught with obstacles and at the moment the practice is ambiguous, and some examples of court practice already exist that are not in favor of the foreign right holder.

Current situation: court practice

A recent example of early termination of trademark protection is the ruling of the Intellectual Property Rights Court dated 30.10.2024 (case No. SIP-334/2024). The court satisfied the claim of LLC “R-Climat” against Telefonaktiebolaget LM Ericsson and terminated the legal protection of the company’s trademarks in respect of goods of the 11th class of International Classification of Goods and Services (equipment for ventilation, heating and air conditioning).

The reason was non-use of the marks for three years, which created an opportunity for their re-registration by other persons.

Another case in a similar situation is the case concerning registration of the trademark “Fantola” (No. 712275), owned by the Russian company “Drinks from Chernogolovka-Aqualife”. The Western right holder Coca-Cola tried to challenge Rospatent’s decision, claiming that the mark was confusingly similar to its brand. 

Despite the authority’s initial rejection of the objections, the company appealed to the Intellectual Property Rights Court (IPRC). The court proceedings took an ambiguous turn: at first, the court recognized Rospatent’s actions as invalid, but eventually sent the case for a reconsideration which confirmed that the “Fantola” trademark could be used.

This case demonstrates the complexity of such disputes and the lack of unambiguous judicial practice in matters of trademark similarity.

What can be done?

In order to reduce risks for companies, especially those that have left the Russian market, it is possible to consider maintaining registration or renewing the use of a trademark directly with Rospatent. 

If registration/renewal of individual marks (e.g. a series or a family of similar trademarks) is done with a certain periodicity every 3 years, the loss of an older trademark will not entail the loss of other similar trademarks for use in the Russian Federation.

Nevertheless, when deciding on the necessity of such a step it is important to evaluate the totality of factors and assess the degree of risk: the risk is highest if the right holder’s goods are not represented on the Russian market and are not available to Russian consumers for more than 3 years. 

In this situation, formal registration of the trademark in the Russian Federation may not be sufficient, as the fact of use/non-use of the brand in the Russian Federation is of priority importance. Such trademarks should be actually used to show the good faith of the right holder.

Thus, it is important to assess the whole issue in a comprehensive manner, taking into account all factors in each individual case.

When considering all options, it is important to assess whether the following issues have been or will be resolved:

1. Legal defense – whether there will be an opportunity to stop illegal use of the brand and counterfeit products.
2. Right to sue – whether there will be the ability to recover compensation for infringement of exclusive rights.
3. Preservation of market position – whether there will be protection against brand takeover and unfair competition.
4. Flexibility to return the business – whether it will be possible to resume operations in the Russian Federation without losing trademark rights.

Conclusion

In the context of sanctions and changes in legislation, trademark rights holders need to actively monitor their use in Russia. Otherwise, there is a risk of losing rights, which may lead to serious commercial and reputational losses. Timely legal measures will allow you to retain control over your brand and avoid undesirable consequences.

We will be happy to assist you in solving this task and answer your questions.

Dear colleagues,

The improvement of legislation in the field of personal data protection continues.

Since July 1, 2025 the amendments to the Article 18 of the Federal Law No. 152-FZ (introduced by the Federal Law No. 23-FZ from 28.02.2025), which impose additional restrictions for operators and processors of personal information, came into force.

The updated provision explicitly prohibits the use of databases located abroad when collecting the data of Russian citizens: 

“When collecting personal data, including through the information and telecommunications network Internet, recording, systematization, accumulation, storage, clarification (update, change), extraction of personal data of citizens of the Russian Federation using databases located outside the territory of the Russian Federation is not allowed, except in cases specified in the paragraphs 2, 3, 4, 8 of the Part 1 of the Article 6 of the present Federal Law.”

Below we will analyze the key changes, consider the risks and offer recommendations for action.

The scope of restrictions

According to the direct interpretation of the article of the law (see above for the complete version), we can conclude that the new rules relate exclusively to the initial collection of personal data. 

Subsequent cross-border data transfer is not prohibited – however, it is important to remember and take into account previously introduced requirements (see our review here and here). 

Expanded range of responsible parties

Previously the requirements applied directly only to personal data controllers, but now all data processors, such as HR providers, cloud storage services and electronic document management platforms are subject to control.

High fines! 

Non-compliance with the rules can lead to serious sanctions:

• Primary violation – a fine of 1-6 million rubles (for legal entities), 100-200 thousand rubles (for company officials).

• Repeated violation – 6-18 million rubles (for legal entities), 500-800 thousand rubles (for company officials).

Recommendations

Definitely, you should start with a process audit. It is necessary to analyze the current company IT infrastructure (including the location of databases and the physical location of servers), making sure that data collection takes place in the territory of the Russian Federation.

It is important not to ignore all data collection channels: for example, the company’s website (often containing forms to fill out or analytical data collection services), mobile applications (if available), etc.

It will be also necessary to check and update internal local regulations and policies, in particular, the regulation on personal data processing.

We will be glad to answer your questions, help you with preparation of the necessary documentation and advise you on this and other issues.

Dear Sirs or Mesdames,

we would like to inform you about the changes in the field of corporate law which will be important in the nearest time. 

From March 01, 2025, significant new developments made by the Federal Law dated August 08, 2024 No. 287-FZ will come into force. A number of changes relates to limited liability companies (LLC). 

So, the rules of holding general meetings of LLC participants have been amended, the related terminology has been changed. New rules will be applied, namely, while holding the annual meetings of participants according to the results of the year 2024. 

Main changes are as follows:

The expression “general meeting” has been changed to “adoption of a resolution by the general meeting” or “meeting or absentee voting for adoption of a resolution by the general meeting”.

The meeting chairman will be elected only if the company does not have a Board of Directors (Supervisory Board). If it exists, the Chairman of such Board of Directors will take chair. 

The forms of the general meeting will be as follows: 

• a meeting, possible with remote participation; 
• absentee voting, incl. by e-bulletins; 
• a meeting combined with absentee voting. 

In case of remote participation: 

• participation will be executed using electronic/technical communications; 
• a possibility is established to attend a meeting at the place of its holding or to hold a meeting without determining a place of holding;
• a possibility is established to make an online-broadcasting with access for the registered persons (upon a participant’s demand the company is obliged to provide access to the broadcasting recording). 

Additionally, the rules of holding meetings combined with absentee voting have been fixed. Such meetings may be held in the cases stipulated by the company’s articles of association or by a unanimous resolution of all the company participants. Approval of annual reports and accounting (financial) statements is admitted at such meetings.

A separate article has been introduced dedicated to drafting and contents of the minutes of an LLC general meeting. It also stipulates that signing of the minutes by the secretary of the meeting will not be required.

Furthermore, a procedure was established in relation to adopting resolutions by the Board of Directors (the supervisory authority which is formed when it is stipulated by the articles of association). This authority may adopt resolutions at meetings (including those with remote participation) or by means of absentee voting. Similarly to meetings of company’s participants, meetings of the Board of Directors will be held with the possibility of personal attendance at the place of their holding as well as without determining such place.

The quorum when adopting Board resolutions will be not less than 1/2 of the number of Board members (if the greater number is not stipulated by the articles of association). The meeting may be combined with absentee voting.

The minutes according to the results of the meeting or the absentee voting will be prepared not later than 3 calendar days after the meeting or the end of document acceptance from the Board members (in case of absentee voting).

We will be happy to answer your questions arising in connection with the specified changes.