It has become more expensive for foreign businesses to leave Russia: stricter rules for the sale of assets by foreigners

The government commission has changed the rules for the sale of foreign assets in Russia. Acsour experts reviewed the innovation and talked about changing the minimum discount and contribution to the budget.

What is it about?

Since 2022, when making transactions with non-residents of the Russian Federation, a special procedure applies: a Russian company must obtain permission from a government commission to conclude an agreement with a foreign partner. In particular, this procedure applies to transactions involving the sale of Russian assets of companies owned by residents of "unfriendly" countries.

According to Government Decree No. 295 dated 03/06/2022, the value of the asset is determined during an independent assessment, the voluntary contribution required to be paid was 10% of the transaction amount, and the minimum discount was 50%.

On October 9, the Ministry of Finance sent a letter to the federal executive authorities about a new tightening of the terms of transactions for the sale of Russian businesses by foreign owners.

Sale of the company: minimum discount

The tightening of conditions for the sale of Russian businesses by foreign owners has affected the minimum discount: now the discount should be at least 60% (the asset itself, thus, can be sold for only 40% of the valuation).

The authorities have also introduced a new rule for such transactions — now, if their value is more than 50 billion rubles, they must be made only with the consent of President Vladimir Putin.

Company sale: voluntary contribution

The voluntary contribution that will need to be paid to the budget for transactions involving the sale of Russian businesses by foreigners will increase from the current 15 to 35% of the market value of the asset. According to the commission’s decision, 25% of the transaction value must be paid to the budget within the first month from the date of its conclusion, 5% within a year and another 5% within two years.

Acsour experts note that the new terms apply both to future applications for the approval of transactions, and to those already submitted, but not considered by the commission.

According to the AK&M agency, in the first half of 2024, 34 transactions were carried out to buy assets from foreigners in the amount of $ 1.89 billion. Moreover, the budget received 139.4 billion rubles from contributions from transactions with foreign businesses, as reported by RBC with reference to data from the state system "Electronic Budget".

Acsour experts note that this step is aimed at maintaining foreign business in Russia despite the sanctions. However, as statistics from previous years show, many companies, despite unfavorable conditions, continue to leave the country, which leads to an increase in transactions with foreign assets. Our lawyers have extensive experience in the field of conducting such transactions and will be glad to help you with any issues in this area.