1. From 1 August 2025, the procedure for certifying decisions of a sole shareholder changed — such decisions may now be made in writing without notarization or registrar confirmation
The previous version of paragraph 6 of Article 47 of Federal Law No. 208-FZ of 26 December 1995 “On Joint Stock Companies” provides that in a company where all voting shares are held by one shareholder, decisions on matters within the competence of the general meeting of shareholders shall be taken by that shareholder individually and executed in writing.
Under the amendments introduced by the new Federal Law No. 201-FZ[1] of 7 July 2025, decisions of a sole shareholder shall still be executed in writing, but “adoption of such decisions does not require confirmation by certifying the fact of their adoption, unless otherwise provided for by the company’s charter”.
Consequently, sole shareholder decisions will no longer require certification by a notary or registrar.
2. Corporate “matryoshka-like” structures permitted from 1 August 2025
Effective August 1, 2025, Federal Law No. 178-FZ[2] of 24 June 2025 introduced amendments to Articles 66 and 98 of the Russian Civil Code, which will allow business entities owned by a sole participant/shareholder, including joint stock companies, to be the sole participants of other companies.
Before these amendments came into effect, a company could not be fully owned by another company which was in its turn owned by a sole shareholder or person (so-called “matryoshka companies”).
3. Possibility to waive the pre-emptive right to purchase a share or part of a share in limited liability companies (LLCs), as well as to limit its application to certain LLC participants or specific circumstances
From 18 July 2025, Federal Law No. 185-FZ[3] provides that participants have a pre-emptive right to purchase a share or part of a share in the charter capital of an LLC unless the charter provides otherwise.
The charter of an LLC may now stipulate that the right of pre-emptive purchase of a share (or part thereof) does not apply to certain participants or groups of participants as stated in the charter. This mechanism can simplify changes in LLC membership and facilitate investment inflows.
Meanwhile, any decision to amend the charter in this way must be taken unanimously by all participants, and the inclusion or removal of such provisions must be notarized.
4. New rules for determining declaration and reporting type “OKVED” codes entered into force on 1 September 2025
This reform impacts how businesses classify and report their activities based on the All-Russian Classifier of Economic Activities (OKVED) codes.
The new rules[4] are intended to enable desk (or field) inspections to verify the accuracy of information on an insured company’s main type of economic activity.
The main reporting type code, additional reporting type codes, and calculation of percentage shares (i.e. the proportion of each activity in the organization’s overall turnover, or workforce) will be determined based on:
- primary statistical data provided during annual statistical reporting by legal entities;
- primary statistical data voluntarily submitted by businesses following a self-assessment;
- administrative data provided by state authorities and/or businesses to clarify their primary statistical data.
By using this unified methodology, the Federal State Statistics Service of the Russian Federation (Rosstat) will determine the main and additional economic activity codes for organizations, along with their percentage shares, and will then transmit the results to the tax authorities.
5. Amendments to the Russian Civil Code on compensation for infringement of intellectual property rights
Under the new Federal Law No. 214-FZ[5] signed by the President of the Russian Federation on 7 July 2025, the Russian Civil Code is supplemented with Article 1252.1 “Compensation”, which sets out general provisions on the nature of compensation for infringement of IP rights as well as on the procedure and methods for its calculation.
Compensation is awarded when the fact of infringement is proven, without the need to prove the amount of damages, and in certain cases – also for actions facilitating the infringement of an exclusive right.
As a general rule, the infringement of an exclusive right is now recognized as the unlawful use of a result of intellectual activity or means of individualization – for instance, either by reproducing, distributing, importing, or otherwise exploiting it – without authorization from the right holder.
Compensation may be calculated as a fixed amount, as a multiple of the value of the counterfeit material items, or as a multiple of the value of the right of use. If the method chosen by the right holder is inapplicable, the court may determine the compensation as a fixed amount. Special rules are established for cases where several infringements are detected on a single item.
The upper limit of compensation determined in a fixed amount has been increased to 10 million rubles, and for the purpose of determining its amount courts may treat multiple infringements as a single infringement.
The law establishes joint liability for multiple persons who have committed separate infringements of the same exclusive right using the same counterfeit material items. In addition, it provides that if an exclusive right to an intellectual property object or means of individualization belongs to several right holders, the awarded compensation shall be distributed equally among them unless otherwise provided by law or agreement.
The law enters into force on 3 January 2026.
6. From 1 September 2025, consent for the processing of personal data must always be executed as a separate document
The new Federal Law No. 156-FZ[6] of 24 June 2025 introduced amendments to Part 1 of Article 9 of the Federal Law “On Personal Data”[7], tightening the requirements for obtaining a data subject’s consent to the processing of its personal data (“PD”). The new rules apply to all PD operators and entered into force on 1 September 2025. Their purpose is to ensure that individuals give informed and voluntary consent, reducing the number of “hidden consents”.
Consent must now be executed as a separate document, meaning it can no longer be included in a contract or user agreement.
7. From 1 September, operators were obliged to transmit data to the State Information System (GIS) at the request of the Ministry of Digital Development; access to GIS data will be available for citizens and entities upon request
From 1 September 2025, pursuant to Article 1 of Federal Law No. 233-FZ[8] of 8 August 2024, the new Article 13.1 of the Federal Law “On Personal Data” came into effect, requiring personal data operators to transfer “depersonalized” PD to the State Information System “Unified Information Platform of the National Data Management System.” The Ministry of Digital Development will form data sets grouped by certain characteristics, but these may not allow the identification of a specific individual in subsequent processing. The data sets may not include biometric or special categories of PD.
Moreover, the Federal Security Service (FSB) will now receive expanded powers to monitor compliance with PD security measures by operators. Previously, the FSB mainly oversaw PD security in the public sector. Under the new provisions, it will be authorized to verify the implementation of organizational and technical PD security measures in any information systems, including commercial and non-governmental ones.
For businesses, this means an increased likelihood of unplanned FSB inspections for compliance with PD operator requirements, such as presence and validity of a PD processing policy and other documents, assessment of potential harm in the event of leaks, appointment of a responsible person, use of certified PD protection tools, record-keeping and readiness for incidents. Violations may result in substantial fines.
The provision of PD processing results to foreign legal entities, organizations, or individuals is prohibited, except in cases expressly provided for by Russian law.
8. Prohibition of signage in foreign languages
From 1 March 2026, under Federal Law No. 168-FZ[9] of 24 June 2025, all publicly visible information signs, boards and indicators in Russia must be predominantly in Russian.
Signs containing official trademarks, trade names registered in the Unified State Register of Legal Entities (EGRUL), inscriptions inside premises, and historical signs of cultural value may remain unchanged.
Significant fines are envisaged for violations.
9. Exit of foreign companies from Russia: reputational risks and chances of return
The Centre for Strategic Research (CSR) conducted an in-depth review of more than 1,500 foreign companies that left the Russian market. Analyzing 1,645 firms, of which 1,502 fully or partially exited, the study classifies them into three reputation-based categories — red, yellow, and green — based on their exit strategies and public statements.
Red category (23% of companies)
Companies in this group are noted for irresponsible exits, often involving hostile public rhetoric or actions harming Russian stakeholders. Some supported Ukrainian military or governmental organizations, effectively preventing their return to Russia. Examples include Amazon, PayPal, and the BBC.
Yellow category (36% of companies)
This group includes firms that left without due responsibility, such as failing to support employees or maintain any operations or customer support in Russia. Examples include H&M, Dell, Ubisoft, and IKEA.
Green category (34.2% of companies)
This group includes companies that were forced to leave due to sanctions and/or or took steps to mitigate the impact of their departure, such as supporting staff, maintaining infrastructure, or gradually exiting. These firms may be allowed to return if demand arises in certain sectors.
The CSR classification highlights the long-term impact of exit strategies on a company’s reputation and its future opportunities in Russia. Red-category firms will face substantial barriers to return, while green-category firms may have more favorable prospects for resuming operations in Russia.
[1] Federal Law No. 201-FZ of 7 July 2025 “On Amendments to Articles 10 and 47 of the Federal Law ‘On Joint Stock Companies’, Article 7 of the Federal Law ‘On Limited Liability Companies’ and on the Repeal of Certain Provisions of Legislative Acts of the Russian Federation”.
[2] Federal Law No. 178-FZ of 24 June 2025 “On Amendments to Part One and to Article 846 of Part Two of the Civil Code of the Russian Federation”.
[3] Federal Law No. 185-FZ of 7 July 2025 “On Amendment to Article 93 of Part One of the Civil Code of the Russian Federation”.
[4] Decree of the Government of the Russian Federation No. 728 dated 27 May 2025 "On Approval of the Rules for Determining Codes According to the All-Russian Classifier of Types of Economic Activity of the Reporting Type and the Percentage Shares of the Main Type of Economic Activity and Additional Types of Economic Activity (if any)”.
[5] Federal Law No. 214-FZ of 7 July 2025 “On Amendments to Part Four of the Civil Code of the Russian Federation”.
[6] Federal Law No. 156-FZ of 24 June 2025 “On the Establishment of a Multifunctional Information Exchange Service and on Amendments to Certain Legislative Acts of the Russian Federation”.
[7] Federal Law No. 152-FZ of 27 July 2006 “On Personal Data”.
[8] Federal Law No. 233-FZ of 8 August 2024 “On Amendments to the Federal Law ‘On Personal Data’ and the Federal Law ‘On Conducting an Experiment to Establish Special Regulation in Order to Create the Necessary Conditions for the Development and Implementation of Artificial Intelligence Technologies in the Constituent Entity of the Russian Federation – the Federal City of Moscow’ and on Amendments to Articles 6 and 10 of the Federal Law ‘On Personal Data’”.
[9] Federal Law No. 168-FZ of 24 June 2025 “On Amendments to Certain Legislative Acts of the Russian Federation”.
