Sale of Russian LLC Shares by Persons from Unfriendly States

 

March 21, 2024

BRACE Law Firm

 

In 2022–2023, Russia adopted a series of Decrees of the President of Russia and Resolutions of the Government of Russia establishing a special procedure for transactions aimed directly or indirectly at establishing, altering, or terminating rights of possession, use, or disposal of shares in the charter capitals of limited liability companies (the "LLC" or the "Company") owned by persons from "unfriendly" states [1].

The Ministry of Finance also issued a series of clarifications, including on issues regarding the alienation of LLC shares by such persons. Furthermore, it is necessary to consider judicial practice, which has already begun to form regarding this issue.

To Whom Does the Special Procedure for Selling an LLC Share Apply?

The list of states and territories committing unfriendly actions against the Russian Federation, Russian companies, and citizens (the "List of Unfriendly States") is defined by Order of the Government of Russia No. 430-r dated March 5, 2022, and is not subject to broad interpretation. Currently, it includes: Australia, Albania, Andorra, the Bahamas, the United Kingdom (including Crown Dependencies and British Overseas Territories), European Union Member States, Iceland, Canada, Liechtenstein, Micronesia, Monaco, New Zealand, Norway, the Republic of Korea, San Marino, North Macedonia, Singapore, the United States of America, Taiwan (China), Ukraine, Montenegro, Switzerland, and Japan (the "Unfriendly States" or "Unfriendly Countries").

Based on a systemic interpretation of applicable Presidential Decrees and Government Resolutions, persons owning shares in Russian LLCs are considered connected to such Unfriendly States if such persons:

• Hold the citizenship of these countries;
• Are registered in Unfriendly Countries;
• Predominantly conduct business activities in Unfriendly States;
• Predominantly derive profit therein;
• Are under the control of any of the above persons, regardless of the country of registration of the controlled companies [2].

If Federal Law No. 57-FZ dated April 29, 2008, On Procedures for Foreign Investments in Companies of Strategic Importance to National Defense and State Security (the "Federal Law No. 57-FZ") [3] is applied by analogy to relations involving foreign persons, persons are considered controlled if they meet at least one of the criteria specified in Article 5 of the said law. Such analogy may be applied because Federal Law No. 57-FZ also establishes a permission-based procedure for transactions with LLC shares involving foreign persons, but strictly regarding economic entities of strategic importance to national defense and state security, based on a permit from the Government Commission for Control over Foreign Investments in the Russian Federation.

Subclause 3 of Clause 1 of Article 3 of Federal Law No. 57-FZ defines control by foreign investors over an economic entity. This includes the ability of a foreign investor or group of persons to determine, directly or through third parties, decisions made by the economic entity by disposing of votes at the general meeting of shareholders (participants), by participating in the board of directors (supervisory board) and other management bodies of such economic entity, by concluding an agreement with such economic entity to perform the functions of a manager (management organization) or a similar agreement, as well as the ability of a foreign investor or group of persons to directly or indirectly dispose of 25 percent or more of the total number of votes.

Thus, the signs of control specified in Federal Law No. 57-FZ are as follows:

• The controlling person has the right to directly or indirectly dispose of (including based on a property trust management agreement, a simple partnership agreement, an agency agreement, or on other grounds) more than 50% of the total number of votes;
• The controlling person, based on an agreement or other grounds, has obtained the right to determine decisions made by the controlled person;
• The controlling person has the right to appoint the sole executive body (general director, director, etc.) or more than 50% of the composition of the collegiate executive body or elect more than 50% of the composition of the board of directors (supervisory board) of the controlled person;
• The controlling person exercises the powers of the management company of the controlled person.

It is necessary to distinguish between the concepts of "controlling person" and "beneficial owner." A beneficial owner, as provided by Article 3 of Federal Law No. 115-FZ dated August 7, 2001, On Countering the Legalization (Laundering) of Criminally Obtained Incomes and the Financing of Terrorism, serves only as a natural person. A controlling person, provided for in Article 5 of Federal Law No. 57-FZ, may be either a natural person or a legal entity. For the purposes of applying Decrees of the President of Russia, the concept of "controlling person" is used [4].

To Whom Does the Special Procedure for Selling an LLC Share Not Apply?

Organizations are not classified as persons connected to Unfriendly Countries if they are under the control of Russian legal entities or natural persons, even if this control is exercised through foreign legal entities connected to such countries. This exception applies only if information regarding such control has been disclosed in accordance with Russian legislation [5].

Disclosure of information in this case is carried out in the following order. As provided by Clauses 1 and 3 of Article 25.13 of the Tax Code of the Russian Federation, if a natural person—a tax resident—directly or indirectly participates in a foreign organization with a participation share of more than 25%, such organization is recognized as a Controlled Foreign Company (the "CFC"). In turn, such Russian natural person, according to Subclause 3 of Clause 3.1 of Article 23 and Clause 2 of Article 25.14 of the Tax Code of the Russian Federation, is obliged to submit a notification of controlled foreign companies no later than April 30 of the year following the tax period in which the controlling person recognizes income in the form of profits of the controlled foreign company in accordance with Chapter 23 of the Tax Code of the Russian Federation, or following the year for which the loss of the controlled foreign company is determined.

According to Clause 3.1 of Article 25.14 of the Tax Code of the Russian Federation, such notifications are not considered submitted in violation of the deadline if they were submitted together with a special declaration in accordance with Federal Law No. 140-FZ dated June 8, 2015, On the Voluntary Declaration by Natural Persons of Assets and Accounts (Deposits) in Banks and on Amendments to Certain Legislative Acts of the Russian Federation, and information about such controlled foreign companies is contained in this declaration.

The form of notification of controlled foreign companies, as well as the Procedure for filling out the Notification of Controlled Foreign Companies form, were approved by Order of the Federal Tax Service of Russia No. ED-7-13/671@ dated July 19, 2021.

Furthermore, the special procedure for transactions with LLC shares established by Decree No. 618 does not apply to persons who:

• Are under the control of legal entities or natural persons whose personal law is the law of a foreign state that does not commit unfriendly actions, provided that such control was established before March 1, 2022;
• Are under the control of a foreign state that does not commit unfriendly actions, provided that such control was established before March 1, 2022 [6].

The rules for determining the personal law of natural persons and legal entities are defined by Articles 1195 and 1202 of the Civil Code of the Russian Federation, respectively.

Who Issues Permits for the Sale of a Share in an LLC Owned by a Foreign Person from an Unfriendly Country?

In accordance with Decree No. 618, transactions with LLC shares, including the sale by Russian residents of a share owned by persons connected to states committing "unfriendly" actions against the Russian Federation, Russian legal entities, and natural persons, are carried out only based on permits issued by the Government Commission for Control over Foreign Investments in the Russian Federation [7] (the "Commission" or the "Commission for Control over Foreign Investments").

Decree No. 618 also extends to cases of sales of shares in Russian LLCs by foreign natural persons to Russian citizens (transactions between natural persons) for the following reasons. First, purchase and sale transactions of shares between natural persons are not named in the list of exceptions specified in Decree No. 618. Second, this directly follows from Letter of the Ministry of Finance of Russia No. 05-06-14RM/99138 dated October 13, 2022, Official Clarifications No. 1 on Issues of Application of Decree of the President of the Russian Federation No. 618 dated September 8, 2022. The Ministry of Finance of Russia clarifies that the concept of "resident of the Russian Federation" includes the concept of "citizen of the RF," and persons connected to unfriendly states include, inter alia, citizens of such states.

When determining persons who are residents, one must be guided by the concept of "resident" provided in Clause 6, Part 1, Article 1 of Federal Law No. 173-FZ dated December 10, 2003, On Currency Regulation and Currency Control, since the concept of "resident" in the Tax Code of the RF is determined by how much time and in which territory a tax resident predominantly resides, but residing somewhere does not yet mean a close connection with that state.

Residents are:

• Citizens of the Russian Federation;
• Foreign citizens and stateless persons permanently residing in the Russian Federation based on a residence permit;
• Legal entities created in accordance with the legislation of the Russian Federation;
• Branches and representative offices of Russian legal entities located outside the territory of the Russian Federation.

The rules for the issuance by the Commission for Control over Foreign Investments of permits for the sale of LLC shares by persons connected to "unfriendly" states to RF residents were approved by Resolution of the Government of Russia No. 295 dated March 6, 2022.

An application for the issuance of a permit to execute transactions is sent to the Ministry of Finance of the Russian Federation. The application may be submitted by any party to the transaction, whether a resident of the Russian Federation or a non-resident. The following must be attached to the application to the Commission for Control over Foreign Investments:

• A document confirming the state registration of the applicant—a legal entity or a natural person as an individual entrepreneur;
• A document verifying the identity of the applicant—a natural person;
• A document confirming the fact of the establishment of the applicant—a foreign organization that is not a legal entity, in accordance with the legislation of the state in which it was established;
• Founding documents of the applicant—a legal entity;
• A document containing information on beneficiaries, beneficial owners, the controlling person, and signs of control established by Federal Law No. 57-FZ;
• The balance sheet of the resident as of the last reporting date preceding the date of submission of the application;
• Information on the book value of the resident's assets as of the last reporting date preceding the date of submission of the application.

The following requirements for formatting documents submitted to the Commission for Control over Foreign Investments are established:

• The application is drafted in Russian;
• Copies of documents drafted in a foreign language are submitted with a translation into Russian certified in the established manner (with an apostille from the competent authority of the state in which the document was drafted);
• Documents are submitted bound and certified by the seal (if any) of the applicant;
• If the applicant is a natural person, documents are certified by the signature of the natural person, the authenticity of which is witnessed by a notary;
• The application may also be submitted to the authorized body by a representative of the applicant based on a notarized power of attorney or other document confirming the representative's authority;
• An inventory of the submitted documents is attached to the application.

The Commission's permit to execute a transaction for the sale of an LLC share or a refusal to issue a permit is formalized by a decision of the Sub-commission. The decision of the Sub-commission is adopted unanimously and formalized by the Ministry of Finance of Russia. A permit may be issued for a specific period to an indefinite circle of persons. The terms for considering applications are not established by Resolution of the Government of Russia No. 295 dated March 6, 2022. Therefore, when planning such transactions, it is necessary to bear in mind that the issuance of a permit may be delayed. Additionally, it is important to consider that the Commission, represented by sub-commissions, may make decisions granting the right to execute transactions to an indefinite number of persons.

For example, according to an extract from the minutes of the meeting of the Sub-commission of the Government Commission for Foreign Investments in the Russian Federation No. 103/1 dated November 25, 2022 (communicated by the Ministry of Finance of Russia on November 9, 2022, No. 05-06-10/VN-57875), a decision was made to permit residents—natural persons to execute gratuitous transactions with LLC shares belonging to persons connected to "unfriendly" states, provided that the parties to said transactions are spouses or close relatives in accordance with the Family Code of the Russian Federation. This decision has also been confirmed in judicial practice [8].

At the same time, a court may deny a claim if the claims actually represent an attempt to bypass obtaining a permit from the Commission for Control over Foreign Investments for the sale of a share. For example, the Decision of the Arbitration Court of Moscow dated June 23, 2023, in case No. A40-256109/22-45-1761, which was not subsequently appealed. In this case, R., who had withdrawn from the participants of LLC "Farmpreparaty," filed a lawsuit to restore him as a participant of the LLC and transfer to him a share in the charter capital in the amount of 75% of the Company's charter capital. The court established that the participant of LLC "Farmpreparaty" is currently the foreign company JSC "Shilton Incorporated" with a share of 25%, and the share of 75%, previously owned by R., belongs to the Company itself. Back in 2021, LLC "Farmpreparaty" notified R. that it was unable to pay him the actual value of the share, otherwise the company would meet the criteria for insolvency (bankruptcy). In dismissing the claim, the court:

• First, cited the position of the Supreme Court of the RF [9], according to which the failure of a company to fulfill the obligation to pay the plaintiff the actual value of his share does not in itself give the former participant the right to demand reinstatement as a participant of the company. The former participant of the company had not applied to the court with a demand to recover the actual value of the share for a long time.
• Second, according to Decision No. 1 of the sole participant of the Company, JSC "Shilton Incorporated," the sole participant decided to transfer to the plaintiff a share in the Company's charter capital in the amount of 75%, but the registration of said changes was refused. The court concluded that the lawsuit was directed at bypassing the procedure for obtaining permits issued by the Commission for Control over Foreign Investments for transactions of JSC "Shilton Incorporated," which is impermissible.

Do Gift, Exchange, and Other Share Transactions (Except Sale) Fall Under the Permissive Procedure?

Decree No. 618 extends to any transactions with LLC shares that entail, directly or indirectly, the establishment, alteration, or termination of rights of possession, use, and (or) disposal of shares [10], and according to civil legislation, these may be, in addition to purchase and sale, transactions of gift, exchange, pledge, trust management, and other transactions. Decree No. 618 also regulates the permission-based procedure for a participant's withdrawal from the LLC, the Company's acquisition of a share in its own charter capital, and others. The list of transactions is contained in Clause 10 of Letter of the Ministry of Finance of Russia No. 05-06-14RM/99138 dated October 13, 2022, Official Clarifications No. 1 on Issues of Application of Decree of the President of the Russian Federation No. 618 dated September 8, 2022.

Exceptions to the Permissive Procedure for Selling an LLC Share

Transactions with shares of not all LLCs fall under the scope of Decree No. 618, as explicitly stated in Clause 3 of this Decree:

• Transactions (operations) carried out (executed) in accordance with Decree of the President of the Russian Federation No. 416 dated June 30, 2022, On the Application of Special Economic Measures in the Fuel and Energy Sector in Connection with Unfriendly Actions of Certain Foreign States and International Organizations;
• Transactions (operations) provided for by Decree of the President of the Russian Federation No. 520 dated August 5, 2022, On the Application of Special Economic Measures in the Financial and Fuel and Energy Sectors in Connection with Unfriendly Actions of Certain Foreign States and International Organizations.

For example, the procedure does not apply to shares of companies connected with the execution of the Agreement on the Development of the Piltun-Astokhskoye and Lunskoye Oil and Gas Fields on Production Sharing Terms concluded on June 22, 1994. All rights and obligations of "Sakhalin Energy Investment Company, Ltd." pass to a limited liability company specially created by the Government of the Russian Federation [11].

Until December 31, 2025, inclusive, the execution of transactions is completely prohibited [12]:

• With shares of economic entities in which joint-stock companies from the list of strategic enterprises and strategic joint-stock companies approved by Decree of the President of the Russian Federation No. 1009 dated August 4, 2004, directly or indirectly own shares;
• With shares owned by participants of the Production Sharing Agreement for the "Sakhalin-1" project and the Agreement on the Development and Production of Oil at the Kharyaga Field on Production Sharing Terms;
• With shares of economic entities that are manufacturers of equipment for organizations of the fuel and energy complex and provide services for the maintenance and repair of such equipment, are producers and suppliers of thermal and electrical energy, or carry out oil refining, processing of oil feedstock, and production of their refined products;
• With shares constituting the charter capitals of Russian credit institutions, the list of which is approved by the President of the Russian Federation upon the proposal of the Government of the Russian Federation agreed with the Central Bank of the Russian Federation;
• With shares constituting the charter capitals of economic entities that are users of certain subsoil plots, for example, subsoil plots of internal sea waters, the territorial sea, and the continental shelf of the Russian Federation.

Credit and non-credit financial organizations are also excluded from the scope of Decree No. 618. Obtaining a permit for transactions with their shares is mandatory provided that the shares constitute more than 1 percent of the charter capital of such organizations [13].

Notarial Certification of a Transaction for the Sale of an LLC Share by a Foreign Participant

There is Letter of the Federal Notary Chamber (FNP) No. 1392/03-16-3 dated March 15, 2022, On the Certification of a Transaction for the Alienation of Real Estate Where a Party is a Foreign Person Having Citizenship or Registered in a State Included in the List of Foreign States and Territories Committing Unfriendly Actions Against the Russian Federation, Russian Legal Entities, and Natural Persons (the "FNP Letter"). It relates to real estate transactions.

There is no similar clarification regarding transactions with LLC shares. However, we believe that, by analogy, the clarifications contained in the FNP Letter may also apply to the notarial certification of transactions with LLC shares since, unlike FNP Letter No. 1176/03-16-3 dated March 2, 2022, On the Execution of Transactions (Operations) with Persons of Foreign States Committing Unfriendly Actions Against the Russian Federation, it does not state that it does not extend to transactions with LLC shares.

One must apply to a notary after obtaining the permit from the Government Commission for Foreign Investments, as the Commission's decision on the execution of a transaction for the sale of an LLC share may contain conditions for the execution (performance) of such a transaction that must be included in the agreement.

In addition to other verification criteria, the notary must verify whether the person who is a party to the transaction belongs to persons connected to Unfriendly States. The notary may request information on the citizenship of such natural persons or the registration of legal entities, as well as information on the beneficiaries of such persons and their submission of CFC information to the Federal Tax Service.

If a connection of a party to the LLC share alienation transaction with an Unfriendly State is discovered, the notary is obliged to request the Commission's decision. If it is not provided, the notary may refuse to certify the transaction.

Tax Consequences of Selling an LLC Share by a Foreign Participant

If a permit for the sale of a share by a person connected to an Unfriendly State to a resident of Russia is obtained, the question arises regarding the specifics of taxation of the income received by the foreign person.

If a natural person sold a share in the charter capital of an LLC, the LLC itself is not their tax agent, does not withhold Personal Income Tax (NDFL), and does not file tax reporting. The seller (foreign natural person) of the share does all this independently [14]. Income from the sale of a participation share in the charter capital of Russian organizations is generally not subject to NDFL if, at the time of sale, the seller of the share continuously owned it for more than five years [15].

Income of a tax non-resident from the sale of a share owned by the seller for no more than five years is subject to NDFL at a rate of 30% [16]. A special rate for a non-resident of the RF may be established by an international treaty of Russia with the state of which this natural person is a citizen (tax resident). However, it must be borne in mind that by Decree of the President of Russia No. 585 dated August 8, 2023, On the Suspension by the Russian Federation of Certain Provisions of International Treaties of the Russian Federation on Taxation Issues (the "Decree No. 585"), the operation of double tax treaties with Unfriendly Countries has been suspended.

If a Russian legal entity acquired an LLC share from a non-resident company, the income from the sale of the share is classified as income of a foreign organization from sources in the Russian Federation subject to profit tax in Russia. The Russian company—the buyer of the share is obliged to withhold and transfer the tax to the budget. This rule applies only if shares of a Russian LLC are acquired, more than fifty percent of the assets of which directly or indirectly consist of real estate located in the territory of the Russian Federation [17]. If the LLC does not meet the above condition, the Russian organization is not a tax agent and should not withhold tax.

Can Decisions and Inactions of the Commission for Control over Foreign Investments Be Appealed?

A decision of the Government Commission for Foreign Investments may be viewed as a non-normative legal act or a decision of said body, and its actions may be viewed as those of a state body, in connection with which they may be appealed under the procedure of Chapter 24 of the Arbitration Procedure Code of the RF.

If the applicant or other interested persons disagree with the Commission's decision to refuse preliminary approval of a transaction or regarding the preliminary approval of a transaction, then in accordance with Clause 7 of Article 11 of Federal Law No. 57-FZ, decisions of the Government Commission for Foreign Investments may be challenged in the Supreme Court of the Russian Federation. The application must be submitted to the Administrative Cases Panel. It should be noted that Resolution of the Government of Russia No. 295 dated March 6, 2022, itself, adopted later than Federal Law No. 57-FZ, does not contain a procedure for appealing the Commission's decisions. Therefore, the norms of Federal Law No. 57-FZ may be applied by analogy. There is no such practice yet.

In the absence of a Commission decision, the registering authority will refuse to register the transfer of rights to LLC shares (for example, Resolution of the Twenty-First Arbitration Appeal Court dated December 21, 2023, No. 21AP-3852/2023 in case No. A83-20705/2022).

Suspension of Rights of Foreign Participants and Exercise of Rights by Controlling Persons Regarding LLC Shares Owned by Participants from Unfriendly Countries

At the end of last year, Federal Law No. 636-FZ dated December 25, 2023, On Amendments to the Federal Law "On the Specifics of Regulating Corporate Relations in Economic Societies Being Economically Significant Organizations," Certain Legislative Acts of the Russian Federation and Recognizing Certain Provisions of Legislative Acts of the Russian Federation as Void (the "Law No. 636-FZ"), was adopted, which allows Russian participants of economically significant Companies or controlling persons of foreign companies—participants of an LLC to obtain temporary control over LLC shares without purchasing them.

Special rules for regulating corporate relations in economic societies that are economically significant organizations have been established. An economically significant organization that is not a public joint-stock company (PJSC) is transformed into a PJSC or acquires public status in the prescribed manner if its participant—a foreign holding company is a public company; under certain circumstances specified in Article 4 of Federal Law No. 470-FZ dated August 4, 2023, On the Specifics of Regulating Corporate Relations in Economic Societies Being Economically Significant Organizations (the "Federal Law No. 470-FZ"), the exercise by a foreign holding company of corporate rights regarding an economically significant organization is suspended. Such conditions include, in particular: evasion by the foreign holding company from exercising the rights of a participant or the commission by the foreign holding company of actions aimed at creating obstacles to the management of the economically significant organization.

A participant of an economically significant organization, regardless of the size of the shares in the charter capital belonging to them, may apply to the Arbitration Court of the Moscow Region with a statement on the suspension of corporate rights of a foreign holding company.

The consequences of a court issuing a decision to suspend the exercise of rights include, in particular, the following:

• The foreign holding company, from the day the arbitration court issues the decision on suspension, may not participate in meetings of the general meeting of LLC participants or demand their convocation, and does not have the right to dispose of the shares in the LLC charter capital belonging to it;
• Russian citizens (Russian residents) who indirectly own shares in the LLC charter capital belonging to the foreign holding company are obliged to enter into direct possession of such shares.

Criteria for economically significant organizations are established by Article 2 of Federal Law No. 470-FZ, for example:

• The total volume of revenue of the economic society and other Russian legal entities included in the same group of persons with this economic society, determined in accordance with the provisions of Federal Law No. 135-FZ dated July 26, 2006, On Protection of Competition, exceeds 75 billion rubles according to financial statements for the last completed reporting year;
• The number of employees of the economic society and other Russian legal entities included in the same group of persons with this economic society constitutes more than 4,000 people;
• The total value of assets of the economic society and other Russian legal entities included in the same group of persons with this economic society exceeds 150 billion rubles according to financial statements for the last completed reporting year;
• The amount of taxes (fees) of the economic society and other Russian legal entities included in the same group of persons with this economic society paid to the budgets of the budgetary system of the Russian Federation for the preceding calendar year constitutes at least 10 billion rubles;
• As of February 1, 2022, the economic society or its subsidiary is a subject of critical information infrastructure, determined in accordance with Federal Law No. 187-FZ dated July 26, 2017, On the Security of the Critical Information Infrastructure of the Russian Federation;
• As of February 1, 2022, the economic society or its subsidiary is a city-forming organization having a significant impact on the development of the region;
• The economic society or its subsidiary participates in the creation and modernization of high-performance and (or) high-paying jobs.

Furthermore, from January 1, 2024, controlling persons of CFCs registered in Unfriendly Countries with an aggregate participation share of more than 50% may apply to the Federal Tax Service of Russia with a statement on exercising the rights of a participant regarding an LLC in which the CFC is a participant. An application may be made provided that, when exercising the rights of an LLC participant, the CFC commits actions (inaction) violating the rights of the LLC or its controlling person. The rules are valid until December 31, 2025, inclusive.

No less than 10 days prior to filing the application, a notification of the intention to file such an application is published in the Unified Federal Register of Information on Facts of Activities of Legal Entities, and a corresponding notification is sent to the controlled foreign company, as well as to the LLC. The application is considered by the authorized body within 10 days from the date of receipt of the application.

Based on the results of considering the application, the Federal Tax Service of Russia makes a decision to satisfy the application or to refuse to satisfy the application.

Based on decisions to satisfy the application, the authorized body forms and places on the official website on the Internet a list of organizations regarding which controlling persons exercise participant rights.

Based on the decision to satisfy the application, the LLC, no later than 5 days from the date of receipt of such decision, publishes in the Unified Federal Register of Information on Facts of Activities of Legal Entities the following information:

• About the controlling person exercising the rights of a participant of the Company;
• About the share in the charter capital of the Company regarding which the controlling person exercises participant rights.

In conclusion, it should be noted that when executing purchase and sale transactions of LLC shares with legal entities connected to "Unfriendly" States, it is necessary to clarify information regarding their controlling persons. If such are residents of the RF or residents from countries that are not "unfriendly," then the transaction may be executed without applying to the Commission.

If such information is absent, then to avoid the transaction being recognized as invalid and a refusal to register the transfer of rights to shares, it is necessary to apply to the Commission to obtain a permit prior to the execution of said transaction and prior to the notarial certification of the transaction.

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References

[1] Decrees of the President of the RF No. 618 dated September 8, 2022, On the Special Procedure for the Execution (Performance) of Certain Types of Transactions (Operations) Between Certain Persons; No. 737 dated October 15, 2022, On Certain Issues of the Execution (Performance) of Certain Types of Transactions (Operations); No. 95 dated March 5, 2022, On the Temporary Procedure for the Fulfillment of Obligations to Certain Foreign Creditors; No. 126 dated March 18, 2022, On Additional Measures of an Economic Nature to Ensure the Financial Stability of the Russian Federation in the Sphere of Currency Regulation; No. 254 dated May 4, 2022, On the Temporary Procedure for the Fulfillment of Financial Obligations in the Sphere of Corporate Relations to Certain Foreign Creditors; No. 665 dated September 9, 2023, On the Temporary Procedure for the Fulfillment of State Debt Obligations of the Russian Federation Expressed in Government Securities, the Nominal Value of Which is Indicated in Foreign Currency, and Other Obligations on Foreign Securities to Residents and Foreign Creditors; Resolution of the Government of the RF No. 295 dated March 6, 2022.

[2] Clause 1 of Decree of the President No. 618 dated September 8, 2022.

[3] Letter of the Ministry of Finance of Russia No. 05-06-14RM/99138 dated October 13, 2022, Official Clarifications No. 1 on Issues of Application of Decree of the President of the Russian Federation No. 618 dated September 8, 2022.

[4] Application of Decrees of the President of the Russian Federation Establishing Measures of Influence (Counteraction) Aimed at Ensuring the Financial Stability of the Russian Federation // Bank of Russia: official website. 2023.

[5] Clause 12 of Decree of the President of Russia No. 95 dated March 5, 2022, On the Temporary Procedure for the Fulfillment of Obligations to Certain Foreign Creditors.

[6] Letter of the Ministry of Finance of Russia No. 05-06-14RM/99138 dated October 13, 2022, Official Clarifications No. 1 on Issues of Application of Decree of the President of the Russian Federation No. 618 dated September 8, 2022.

[7] Resolution of the Government of Russia No. 510 dated July 6, 2008, On the Government Commission for Control over Foreign Investments in the Russian Federation.

[8] Decision of the Arbitration Court of the Novosibirsk Region dated December 1, 2023, in case No. A45-21013/2023.

[9] Ruling of the Supreme Court of the RF No. 305-ES22-23022 dated December 5, 2022, in case No. A40-180154/2021.

[10] Clause 1 of Decree of the President of Russia No. 618 dated September 8, 2022, On the Special Procedure for the Execution (Performance) of Certain Types of Transactions (Operations) Between Certain Persons.

[11] Decree of the President of Russia No. 416 dated June 30, 2022, On the Application of Special Economic Measures in the Fuel and Energy Sector in Connection with Unfriendly Actions of Certain Foreign States and International Organizations.

[12] Decree of the President of Russia No. 520 dated August 5, 2022, On the Application of Special Economic Measures in the Financial and Fuel and Energy Sectors in Connection with Unfriendly Actions of Certain Foreign States and International Organizations.

[13] Decree of the President of Russia No. 737 dated October 15, 2022, On Certain Issues of the Execution (Performance) of Certain Types of Transactions (Operations).

[14] Clause 2 of Article 226, Subclause 2 of Clause 1, Clause 2 of Article 228 of the Tax Code of the RF, Letter of the Ministry of Finance of Russia No. 03-04-06/41908 dated August 21, 2014.

[15] Clause 17.2 of Article 217 of the Tax Code of the RF.

[16] Clause 3 of Article 224 of the Tax Code of the RF.

[17] Subclause 5 of Clause 1 of Article 309 of the Tax Code of the RF.