Redomiciliation 2026: new rules, opportunities and risks for international companies

The Draft Law expands the list of documents to be submitted for the registration of an IC in a special administrative region (the “SAR”), introducing a requirement to obtain a conclusion providing reasonable assurance that the foreign legal entity’s previous jurisdiction of registration is not a jurisdiction where redomiciliation to the Russian Federation is unavailable or prohibited under applicable law.

Thus, the responsibility for assessing the possibility of redomiciliation is shifted to market professionals, relieving the management company of the SAR (the “SAR MC”) of the need to independently analyze foreign regulations.

At the same time, a special regime is established for companies from “restricting” jurisdictions: Russian law will presume compliance with the requirement to adopt a resolution to change the company’s governing law in the manner prescribed by that law, provided that both of the following conditions are met:

• A resolution to change the company’s governing law and register as an IC is approved by a majority of shareholders, and
• The company is entered in the register of SAR participants as an IC no later than 1 September 2026.

This represents a significant simplification: where the company’s previous governing law mandated a unanimous consent or special resolution, Russian law now recognizes an ordinary resolution as sufficient, effectively legitimizing established practice.

The Draft Law introduces an amendment to part 6, Article 5 of the IC Law, extending the period for document review and the SAR MC’s decision on whether to forward them to the registration authority from 2 to 15 business days.

This amendment will affect the overall timeframe for the registration of ICs in Russia. While the process previously took approximately 20–40 days depending on the company’s legal form, following the amendments companies will need to factor in additional time for the preliminary review of documents by the SAR MC.

Paragraph 2, part 8, Article 5 of the IC Law is amended to introduce an additional basis for the SAR MC to refuse to forward documents to the registration authority where it has reasonable grounds to question the reliability of information contained in the assurance conclusion.

As noted above, submitting an assurance conclusion removes the requirement for the SAR MC to independently analyze foreign regulations for possibility to redomiciliate. However, this wording is open to interpretation, effectively giving the SAR MC discretionary powers.

Therefore, an assurance conclusion cannot be regarded as an absolute guarantee of registration. Should the SAR MC have any doubts regarding the contents of the assurance conclusion, it is entitled to refuse to forward documents.

Part 14, Article 5 of the IC Law, establishing a requirement for a foreign legal entity to be removed from the foreign register, is supplemented with the following clarification: “through redomiciliation, compulsory strike-off from the foreign register, liquidation, or on other grounds.”

Earlier regulations did not specify acceptable grounds for such removal once a foreign legal entity terminated its activities, thereby giving rise to legal uncertainty. In practice, this created situations where companies excluded from a foreign register on grounds other than redomiciliation (e.g., via a strike-off procedure) were formally treated as non-compliant with the requirement set forth in part 14, Article 5 of the IC Law. Such companies found themselves in legal limbo: having de facto discontinued their operations in the foreign jurisdiction upon registering in Russia, they were unable to obtain the relevant confirmation from the foreign registrar.

The Russian legislature now explicitly treats strike-offs, liquidations and other methods of removal from a foreign register as proper compliance with the requirement.

The newly introduced part 14.5, Article 5 of the IC Law vests the Government Commission with the right to deem the requirement satisfied if one of the following circumstances exists:

• The Government Commission has approved two or more extensions of the foreign register removal period, or
• Blocking restrictive measures have been imposed by “unfriendly” states against the foreign legal entity, its shareholders, members or beneficial owners or against the IC (whether prior to or following the resolution to change the company’s governing law).

This provision addresses situations where formal compliance with foreign legal requirements is unfeasible from a practical standpoint due to sanctions or procedural constraints imposed by the foreign registrar.

It must be noted that the Government Commission may extend the foreign register removal period only if there is proof of filing applications with the foreign registrar and receiving unjustified refusals or rejections due to circumstances beyond the applicant’s control. Consequently, only those companies that have made all reasonable efforts to achieve foreign deregistration, but have encountered objective obstacles, will be eligible to request that the requirement be deemed satisfied. 

Stage 1. The requirement for foreign legal entities to exit the foreign register within two years from the date of entry into the Unified State Register of Legal Entities, along with the corresponding extension rules, is suspended until 31 December 2027 (parts 14–14.4, Article 5 of the IC Law).

During the transition period, IC status cannot be revoked on any grounds arising from a failure to exit the foreign register. This is important because many companies have been unable to complete the foreign register removal process. 

Stage 2. Effective 1 January 2028, a new timeframe calculation procedure applies to ICs registered after 1 March 2022:

• If the two-year period has already expired or has less than one year left when the amendments take effect, it remains valid.
• Effective 1 January 2028, such companies will be allowed an additional one-year period to comply with the requirement.

Consequently, companies will be exempt from the requirements until the end of 2027, receiving an additional year from 1 January 2028 to either settle their status in the former jurisdiction or request an individual compliance confirmation from the Government Commission.

In fact, the proposed amendments serve as confirmation that the classic two-stage redomiciliation model—comprising foreign jurisdiction clearance, Russian registration and subsequent removal from the foreign register—has become practically unfeasible in the current geopolitical environment. We understand that a significant number of companies have been objectively unable to comply with the formal requirements and established timeframes under their former governing law; therefore, the Russian legislature is effectively legitimizing established practice.

For this purpose, a single framework covering both redomiciliation stages is established: Article 8.1 helps companies navigate procedural barriers in the former jurisdiction when adopting a resolution to change their governing law, while Article 8.2 addresses compliance with the foreign register removal timeframe. 

Specific control mechanisms are implemented, including a mandatory assurance conclusion assessing foreign legal provisions, alongside a “reasonable doubts” clause that preserves the SAR MC’s right to refuse to forward documents for registration. In addition, companies receive a temporary exemption for submitting their foreign register removal confirmation until the end of 2027; however, starting 1 January 2028, they will be required to either provide such a confirmation or request an individual compliance confirmation from the Government Commission. 

Thus, the law marks a transition from an initially “ideal” redomiciliation framework to a more pragmatic model that takes into account current geopolitical realities and procedural barriers in “unfriendly” jurisdictions.

The question of whether “accelerated” redomiciliation to Russia is suitable for all foreign companies and what risks it may entail to particular corporate structure, remains open and requires a case-by-case analysis. 

• Offering full support throughout the redomiciliation process, covering both foreign and Russian regulatory requirements
• Evaluating risks of “accelerated” redomiciliation
• Streamlining the asset ownership structure to address sanctions and regulatory risks
• Identifying the most suitable jurisdiction for redomiciliation (a comparative analysis of SAR and other jurisdictions)
• Performing due diligence procedures for an IC
• Developing a step-by-step redomiciliation roadmap
• Preparing a complete package of required documents
• Guiding the share issuance registration process with the Bank of Russia
• Facilitating the search for suitable office space in the SAR
• Engaging with the SAR on redomiciliation matters
• Providing legal support for investments and for the registration of changes in a subsidiary’s ownership structure
• Drafting the Articles of Association in compliance with foreign legal requirements and updating the shareholders’ agreement
• Offering advice on currency regulation matters
• Providing other services tailored to your specific needs