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.

We would like to draw your attention to the recent changes in tax legislation introducing new rules for charging and paying VAT.

Currently, and until September 30, 2022, there is a procedure for paying VAT on electronic services provided by foreign suppliers, in which the foreign supplier must independently register with the Federal Tax Service of the Russian Federation, obtain a TIN, submit a VAT return and pay it. From 01.10.2022 the Federal Tax Service and the Ministry of Finance presented the former (used until 2019) procedure for the payment of VAT from electronic services. In a letter dated 08.08.2022, the Federal Tax Service also explained the changes to be introduced.

This means that VAT is paid and recovered by the Russian organization receiving the services as a tax agent. At the same time, if a registered foreign provider of electronic services also provides non-electronic services, there is no tax agent liability for Russian buyers. However, the buyer has the right to pay VAT on such services himself (Letter of the Federal Tax Service of the Russian Federation dated 24.04.2019 №СД-4-3/7937). In practice, it is easier and more convenient for a Russian organization buying any services from a foreign supplier to transfer VAT to the Russian budget as a tax agent.

For all payments made to a foreign counterparty before 1 October 2022 under the old rules, the buyer is entitled to reimburse the VAT paid to the foreign seller.

However, these changes do not exempt foreign service providers from having to register with the FTS. The procedure for this action has also undergone changes; now a foreign organization can get registered by opening a bank account.

The principle is set out in Articles 83-84 of the Tax Code as amended by Federal Law No. 120-FZ of 1 May 2022.

The application for registration is completed, certified with an Enhanced Qualified Electronic Signature by an authorized person of the Russian bank and sent to the Federal Tax Service. Once the foreign organization has been registered, the certificate of registration is also sent electronically to the bank.

Banks have been obliged to check the registration status of a foreign client in the Open and Publicly Available Information of the Unified State Register of Foreign Entities and, if no information is available in the register, to send an application for registration.

As a reminder, tax registration and tax payment are different processes. As the regulators have not yet provided any other explanations, we recommend to maintain a conservative stance and continue to file zero VAT returns for foreign entities registered with the FTS, even considering the transition to the tax payment procedure via a tax agent.

We will be happy to answer your questions!

On 14 July 2022, Law No. 263-FZ on Amendments to Part One and Part Two of the Tax Code of the Russian Federation was published.

The main change is the introduction of the concepts of a Single Tax Account (STA) and a Single Tax Payment (STP), as well as new practices of tax payment administration. 

The new rules come into force from 01.01.2023 and are binding for all taxpayers.

The single tax account is maintained for every natural person and every organization that is a taxpayer, payer of charges, payer of insurance contributions and/or a tax agent.

Thus, the settlement of each individual tax, contribution, or other charge is turned into an aggregate liability to the tax authority. The aggregate liability for payment is formed on the payer’s STA on the basis of submitted tax declarations, revised tax declarations, and notifications on the calculated amounts of taxes, fees, advance payments of taxes, insurance premiums, and decisions of the tax authority.

The law introduces a single date for submission of tax returns and notifications – the 25th of the month following the reporting month, for quarterly taxes – the last month of the reporting quarter.

In March, www.karenina.de published an interview with Dr. Georg Schneider, “Geschäfte mit Russland? Aber ja!”.  Journalist Peter Kopf asked the General Director of swilar a number of questions about opportunities and problems of business-cooperation with Russia.

The key issues of the interview:

•  Whether import substitution policy in Russia is a problem for German companies;

• Whether it is possible to say that the state runs the economy in Russia;

• How German companies may use the huge gap which exists in Russia between individual and serial production;

• How to gain the trust of business partners in Russia and why it is so important to conclude a framework agreement;

• Whether banks hinder German companies from doing business in Russia;

• How customs issues affect business;

• How risky it is to invest in Russia at the moment;

• U.S. sanctions and the rate of their impact on German-Russian business;

• Pharmaceutical industry and the Sputnik V vaccine as the oil of tomorrow – fantastic opportunities for economic cooperation.

The full text of the interview is available on the website. Enjoy reading!

For reference

KARENINA www.karenina.de is the online edition of the German-Russian discussion forum “St. Petersburg Dialogue”, which began to develop during the pandemic. The goal of the online platform is to establish internal communication between forum members and working groups, as well as to make the association, founded in 2001, visible to the outside world through its own journalistic activities