Dear colleagues,

Last autumn we provided you with the overview of the current regulation and upcoming changes regarding environmental fee reporting and payment terms – more information can be found here.

As a reminder, one of the changes we recommend monitoring was the entry into force since 01.01.2026 (Article 24.5 of the Federal Law No. 89-FZ dated June 24, 1998 “On Environmental Fee”) of the obligation for importers to ensure the recycling of waste from the use of goods:

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

Good news: on December 31, 2025 the Federal Law No. 495-FZ dated December 28, 2025 “On Amending Article 29¹ of the Federal Law “On Production and Consumption Waste” and Certain Legislative Acts of the Russian Federation” came into force. This law postponed the enactment of the new rules until 01.01.2028.

More details of the changes

The adopted law alters the timeline for the environmental fee reform and implemented a key proposal from the draft law by the Russian Ministry of Natural Resources published on 20.10.2025 (which we covered in our previous overview): the transitional provisions for importers from countries outside the EAEU have been extended by two years – until January 1, 2028 (instead of the originally set date of January 1, 2026).

Therefore, this year the submission of reports and payment of the environmental fee should be carried out according to the usual terms.

However, the adopted law did not implement all proposals included in earlier versions of the draft.

In this regard, we recommend continuing to monitor potential changes amidst the ongoing discussions between the regulator, business and relevant ministries.

What needs to be done in any case? Reporting and terms for the environmental fee payment for 2025.

The Federal Service for Supervision of Natural Resources (Rosprirodnadzor) has reminded of the terms for submitting environmental fee reports and making payments for 2025.

By April 15, 2026 manufacturers and importers of goods and packaging subject to recycling are to submit their environmental fee reports to Rosprirodnadzor and pay the environmental fee for 2025.

We would like to remind you that the List of goods and packaging, the waste from which is subject to recycling, was approved by the Russian Government Decree No. 2414 dated December 29, 2023.

Furthermore, it is important to note that the environmental fee is not included in the Unified Tax Payment (UTP) and must be paid separately.

List of required reports:

• Report on the weight of goods and packaging (form of the Appendix 1 to the Rules approved by the Russian Government Decree No. 741 dated May 31, 2024).
• Report on self-executed recycling (form of the Appendix 1 to the Rules approved by the Russian Government Decree No. 742 dated May 31, 2024). This report is submitted only if the company performs the recycling itself.
• Calculation of the environmental fee amount (form of the Appendix 1 to the Rules approved by the Russian Government Decree No. 1990 dated December 30, 2024).

All listed forms are to be submitted in electronic form. The authority recommends using the personal account of natural resource user for this purpose.

We will be glad to answer your questions.

Dear colleagues,

Please accept our sincere congratulations on the upcoming New Year and Christmas! 

May the coming year bring new achievements, harmony and professional success!

We wish you and your loved ones happiness, health and prosperity!

Thank you for your trust, support, and productive cooperation!

With best wishes,

Your swilar team

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,

in our new article, we would like to inform you about noteworthy changes in the regulation of labor relations with company employees.

We have previously touched upon the topic of these changes in our informational bulletin

New Regulation on Business Trips

As of September 1, 2025, the new Regulation on the Specifics of Assigning Employees on Business Trips, approved by Decree of the Government of the Russian Federation No. 501 dated April 16, 2025, comes into force. On this date, the previous regulation approved by Decree of the Government of the Russian Federation No. 749 dated October 13, 2008, also ceases to be effective.

The new decree does not introduce radical changes in the processing and payment of business trips; it only clarifies a number of previously existing provisions.

However, employers need to update their internal company Regulation on Business Trips, as well as remove references to Government Decree No. 749 and add references to the new Government Decree No. 501.

Within the framework of the introduced changes, a clarified definition of “travel documents” is provided: now they include not only tickets but also other documents confirming the travel route (cash receipts, waybills, etc.).

Furthermore, to reimburse travel expenses, it will be sufficient to simply notify the company executive about them. The employer must reimburse the employee for expenses incurred “with the permission or knowledge of” the head of the organization, meaning expenses can be either pre-approved by the executive or simply reported to the executive without obtaining such prior approval.

Changes in Employee Bonus Conditions

Also effective from September 1, 2025, are changes to Article 135 of the Labor Code of the Russian Federation regarding the establishment of employee bonus conditions.

The new amendments oblige companies to clearly specify all elements of the bonus system in their internal documents (local regulations): types, amounts, timing, grounds, and conditions for bonus payments.

Employers need to promptly adjust their internal bonus documents (Regulation on Employee Bonuses) to comply with the new requirements, if the specified elements of the bonus system were not included or were not fully included therein.

In particular, the following must be clearly defined:

– Categories of incentive payments;

– Criteria for their accrual, frequency, as well as reasons and requirements for their provision to employees, including assessment based on parameters such as productivity, length of service in the company, and performance;

– The impact of disciplinary measures on the right to receive bonus payments (if the employer wishes such an impact);

– The exact method for calculating monetary incentives (a fixed amount, a percentage of the salary or completed work volume, a coefficient, etc.).

It should be separately noted that the company’s internal documents must now clearly establish the criteria for reducing the amount or depriving employees of bonuses (dis-bonusing), an exhaustive list of grounds, and a clear algorithm for reducing payments.

Importantly, a reduction in bonus for a disciplinary offense must not exceed 20% of the employee’s monthly salary and must only apply to payments for the period during which the disciplinary sanction is in effect.

The use of vague formulations such as “at the discretion of management” or “depending on the employer’s discretion” in dis-bonusing is now prohibited.

This initiative is a consequence of the legal position of the Constitutional Court of the Russian Federation formulated back in 2023. The Constitutional Court recognized that the practice of automatically depriving an employee of incentive payments for the entire duration of a disciplinary sanction is illegitimate and leads to an unjustified reduction in guaranteed earnings.

At the same time, the employer has received the right, but not the obligation, to stipulate in local regulations the provision on the impact of disciplinary sanctions on the amount of employee bonuses, i.e., linking sanctions to a reduction in bonuses remains at the employer’s discretion.

Conclusions: What the Company Needs to Do

1. Review and update the Regulation on Business Trips;

2. Review and update the Regulation on Employee Bonuses.

If necessary, we will be happy to provide additional comments and advise you, as well as review and adjust your company’s internal documents in accordance with the new norms.

Dear colleagues,

This is a reminder that the deadline for submitting Notice of Participation in an International Group of Companies (hereinafter, the “IGC”) is August 31, 2025, for groups whose financial year coincides with the calendar year.

Filing the notice is an obligation for Russian organizations and foreign companies that recognize themselves as tax residents of Russia, which are part of an IGC and meet the criteria defined in article 105/16-1 of the RF Tax Code.

Below, we detail the key requirements, deadlines, and content of this notice.

1. The notice must be submitted by all IGC participants that are taxpayers in Russia, except for foreign organizations that only receive income specified in article 309 of the RF Tax Code (e.g., dividends, interest on debt obligations, etc.).

2. Exemption from the obligation

Exemption from the obligation to file the notice is provided in the following cases:

 If the IGC’s parent company or the appointed participant (which are Russian entities or foreign companies that have recognized themselves as tax residents of the Russian Federation) has already filed a notice containing information about all group participants.

 If the notice has been filed by another IGC participant (a Russian entity or a foreign entity that has voluntarily recognized itself as a tax resident of the RF), which has been assigned this obligation by the parent company or a non-resident appointed participant.

3. Filing deadline

The notice must be submitted electronically no later than eight months from the end of the reporting period of the IGC’s parent company (article 105.16-2 of the RF Tax Code). For example, if the reporting period ends on December 31, the filing deadline is August 31 of the following year.

4. Content of the notice

The notice must include the following information as of the end of the reporting period:

 Name, OGRN (Primary State Registration Number), INN (Tax Identification Number), KPP (Tax Registration Reason Code) of each IGC participant.

 Participant status (whether the filer is the parent company or the appointed participant).

 Details of the parent company: name, country of tax residency, registration and tax codes, address.

 Details of the appointed participant (if applicable): similar to the data required for the parent company.

 Grounds for submitting the notice on behalf of all IGC participants.

 End date of the reporting period.

5. Notice format

Notices must be submitted to the tax authorities electronically in XML format, in accordance with the current form established by Order No. ММВ-7-17/124@ of the Federal Tax Service of Russia dated March 6, 2018 (as amended on July 16, 2020) “On Approval of the Format of the Notice of Participation in an International Group of Companies, the Procedure for its Completion and Submission in Electronic Form“.

6. Correcting errors in the notice

If errors or incomplete information are discovered, the taxpayer has the right to submit an amended notice. If this is done before the tax service discovers the inaccuracy, the participant is exempt from liability under article 129.9 of the RF Tax Code.

7. Liability for failure to file the notice

Failure to submit the notice by the deadline or submission of inaccurate information entails a fine of 500,000 rubles for each violation. 

Practical recommendations:

  Determine if your group qualifies as an IGC. To do this, check if the group meets the criteria of article 105.16-1 of the RF Tax Code: whether consolidated financial statements are prepared, whether the group’s consolidated revenue for the financial year preceding the reporting year exceeds the threshold established in the country of tax residency of the group’s parent company, and whether the group includes at least one tax resident and one non-resident of the RF;

  Monitor the deadlines closely; late filing leads to fines;

  Use the correct format; the notice must be submitted only electronically in the format approved by the Federal Tax Service of Russia.

Conclusion

Submitting a notice of participation in an IGC is an important responsibility of members of international groups. Compliance with the deadlines and requirements for the content of the notice will help to avoid fines and claims from tax authorities.

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,

In 2025, tax monitoring continues to gain popularity: approximately 740 companies from more than 20 industries already use tax monitoring, another 143 companies plan to join the project and a total of more than 13,000 companies comply with the program criteria (according to the portal https://налоговыймониторинг.рф/).

Recently, we have noticed growing interest to this topic in the business community and in this review we have compiled answers to the most frequently asked questions about the procedure and conditions for applying the tax monitoring regime.

Tax monitoring is a special form of tax control, a method of extended information exchange, whereby an organization provides the tax authority with real time access to its accounting and tax records.

What are the advantages of tax monitoring?

• this type of tax control allows you to forget about traditional audits by the Federal Tax Service.
• no penalties or fines if you follow the reasoned opinion.
• you can find out about existing errors and discrepancies identified by the Federal Tax Service in real time.

Methods of information exchange:

• providing access to the organization’s information systems;
• by telecommunication channels through an electronic document management operator (until 01.01.2026, the Article 6 of the Federal Law No. 389-FZ of 31.07.2023);
• providing access to an analytical datamart.

An organization is eligible to apply tax monitoring if it complies with all of the following criteria (clause 3 of the Article 105.26 of the Tax Code):

• the total amount of taxes for the previous year was at least RUB 80 million (VAT, excise taxes, personal income tax, income tax, mineral extraction tax, insurance contributions are added up, except for VAT and excise taxes, which are paid when goods are moved across the customs border of the EAEU);
• income according to accounting (financial statements) for the previous year is at least RUB 800 million;
• the book value of assets as of 31 December of the previous year is at least RUB 800 million.

Important: compliance with one or two conditions does not entitle a business entity to apply tax monitoring. All three conditions are to be fulfilled.

There are exceptions to every rule, so compliance with the above conditions is not required for organizations specified in the clause 3.1 of the Article 105.26 of the Tax Code of the Russian Federation:

• residents of advanced development territories (ADTs),
• participants in industrial clusters,
• residents of special economic zones,
• former members of consolidated groups of taxpayers,
• state and municipal institutions, lottery operators.

It is also important to note that on April 29, 2025 the Ministry of Finance published draft amendments to the Tax Code (02/04/01-25/00154001), which include measures to improve tax monitoring.

The Ministry of Finance experts have proposed to weaken the requirements: in order to switch to tax monitoring, it will be necessary to comply with at least one of the criteria, for example, in terms of asset value, income or the amount of taxes paid.

The switch to tax monitoring is voluntary. If your company complies with all of the above criteria, in order to participate you are to submit an application not later than September 1 of the year (clause 1 of the Article 105.27 of the Tax Code of the Russian Federation) preceding the year of introduction of monitoring, including:

• regulations for information exchange (Appendix No. 7, the Order of the Federal Tax Service of Russia dated 11 May 2021 No. ED-7-23/476),
• information of the related parties — organizations and individuals who directly or indirectly participate in the organization and whose share of participation exceeds 25%,
• tax accounting policy for the current year,
• documents regulating the organization’s internal control system (ICS) (Appendix No. 13, the Order of the Federal Tax Service of Russia dated 11 May 2021 No. ED-7-23/476).

Until November 1 inspectors review the materials received and decide whether to perform tax monitoring or to refuse it, indicating the reasons for the refusal. Possible reasons for refusal are specified in the clause 5 of the Article 105.27 of the Tax Code of the Russian Federation, in particular:

• non-provision of documents or submission of incomplete documents by the organization;
• non-compliance by the organization with the monetary criteria (the Article 105.26 of the Tax Code of the Russian Federation);
• non-compliance of the information exchange regulations with the established form and requirements (Appendix No. 7, Order of the Federal Tax Service of Russia dated 11 May 2021 No. ED-7-23/476);
• non-compliance of the internal control system used by the organization with the established requirements for the internal control system (Appendix No. 13, Order of the Federal Tax Service of Russia dated 11 May 2021 No. ED-7-23/476).

In conclusion we should note, that in tax monitoring interaction takes place in real time and remotely instead of traditional audits. The company itself provides the tax authority with access to its accounting data.

This simplifies interaction with the Federal Tax Service, minimizes the risks of fines, penalties and additional charges. In addition, the company receives public recognition as a conscientious taxpayer and access to qualified support in complex tax issues. At the same time the company is obliged to be fully prepared to perform its activities openly and transparently and to comply with all reasonable opinions of the inspectors.

In the following reviews we plan to focus in more detail on various aspects of tax monitoring.

We will be glad to answer any questions you may have.