Sale of Shares in a Company in Russia: A Guide for Foreign Shareholders

Can a foreign shareholder sell shares in a Russian company?

Yes. An international investor is permitted to dispose of shares or an LLC participation interest without liquidating the operating business. Local company law governs the deal, with additional permission and pricing rules in restricted cases.

Deal classification

For an international owner, the sale of shares in a company starts with a deal map. It avoids agreeing an unenforceable price or execution date.

Review both direct and indirect disposals: restructuring an overseas holding can alter control over the local asset.

Corporate procedure for an LLC

Review the charter and title records before making a commercial commitment. A third-party disposition normally involves:

checking whether the charter prohibits disposal or requires participant consent;
observing the participants' and, where applicable, the LLC’s pre-emptive rights through a notarised offer containing the stated amount and other terms;
assembling registry extracts, signing authorities and proof of the seller’s title;
executing the agreement before a notary and recording the new participant in the Unified State Register of Legal Entities.

The purchaser cannot receive more favourable terms than pre-emptive-right holders. Documents issued abroad sometimes need legalisation or an apostille and a certified translation. The notary verifies title and submits the registration filing.

For a JSC, ownership is recorded through the shareholder register or a depository. Neither disposal terminates contracts, employment relationships or the general director’s powers. Management changes need separate resolutions.

Government clearance for restricted deals

Presidential Decree No. 618 makes Government Commission permission necessary for certain disposals of Russian LLC interests involving persons linked to "unfriendly" jurisdictions.

From 5 November 2026, an individual without documentation confirming Russian citizenship, citizenship of a jurisdiction not designated as unfriendly, or qualifying permanent residence is also treated as linked to an unfriendly jurisdiction.

Clearance

The application identifies the parties, ownership structure, target, purchaser, proposed amount and execution steps. Sector-specific or presidential authorisation may also apply.
Deal economics

Current criteria generally include an independent valuation, a discount of at least 60% and a voluntary federal-budget contribution of at least 35% of market value. The decision can impose further obligations.
Settlement

Agree the payment route with the servicing bank before execution. A type "C" account is not universal; applicable restrictions and the approval decision determine the available method.

The discount and budget contribution are authorisation criteria for specified restricted deals, not taxes imposed generally on every overseas vendor.

Tax position and net proceeds

The contract amount does not necessarily equal the cash ultimately available. A net-proceeds calculation should combine regulatory deductions, withholding, the instalment schedule and banking restrictions.

For a foreign legal entity without a permanent establishment, withholding arises when more than 50% of the target’s assets comprise real estate located in Russia. Documented acquisition and disposal costs reduce the taxable base if the payer receives supporting records before disbursement. Treaty relief and individual sellers need separate review.

Buyback rights after the 2026 reform

Federal Law No. 319-FZ introduced a judicial mechanism for certain rights to repurchase assets disposed of after 22 February 2022. It covers specified investors linked to “unfriendly” jurisdictions and repurchase options or similar arrangements, including those governed by foreign law.

A claim needs a statutory ground related to investor conduct plus an economic condition, such as a repurchase amount differing from market value by at least 25% or qualifying investment by the purchaser.

Not every buyback right is affected. Test the clause against the parties, disposal date, pricing and post-sale investment. If the right is terminated, the former owner retains a potential claim to compensation, subject to statutory limits.

Transaction support in Russia

We help international owners identify the regulatory route, review the charter and title records, and prepare the legal filing package. We coordinate corporate law, accounting and taxation, including tax calculations, supporting records and post-sale updates.

Contact us before accepting the commercial terms or signing an option so that regulatory obligations, tax exposure and payment restrictions are reflected in the documents and implementation plan.

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