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,

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 (Resolutio 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.

Conclusio

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.

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.