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The Russian Government has published a draft law that expands the list of strategically significant activities by adding several IT-related areas. If the amendments are adopted, IT companies will face significantly more challenges in attracting and retaining foreign investment without complying with a special permit regime.
The draft law amends two key federal laws: the Law on Foreign Investments in Strategic Entities and the general Law on Foreign Investments.
The draft law amends two key federal laws: the Law on Foreign Investments in Strategic Entities and the general Law on Foreign Investments.
What Changes
Two new areas are proposed for inclusion in the list of strategically significant activities. The first is the licensed activity of technical protection of confidential information. The second is the operation of mining infrastructure operators.
Additionally, the list of companies requiring notification of the Government Commission for transactions involving foreign investors is being expanded. This list will include owners and operators of intermediary digital platforms, developers of trusted software and hardware systems, as well as creators of sovereign and national large foundational AI models.
Additionally, the list of companies requiring notification of the Government Commission for transactions involving foreign investors is being expanded. This list will include owners and operators of intermediary digital platforms, developers of trusted software and hardware systems, as well as creators of sovereign and national large foundational AI models.
What Foreign Investors Must Do
Transitional provisions are established for those already holding stakes in companies that may be recognized as strategic. If a foreign investor holds 5% or more of voting shares or interests, they must notify the Federal Antimonopoly Service (FAS) within 180 days of the law's effective date. For holdings exceeding 50%, the investor has 365 days to either obtain approval for the establishment of control or reduce their stake to 50% or less.
If approval is denied, the foreign investor must reduce their stake to 50% or less within three months. Failure to comply with these requirements may result in the FAS filing a court claim to strip the foreign investor of voting rights over their shares or interests.
If approval is denied, the foreign investor must reduce their stake to 50% or less within three months. Failure to comply with these requirements may result in the FAS filing a court claim to strip the foreign investor of voting rights over their shares or interests.
What This Means for IT Businesses
The new rules create additional barriers for IT companies operating with foreign capital. Transactions that previously did not require approval may now be subject to review by the Government Commission. Companies whose activities may be deemed strategically significant should already be reviewing their ownership structure and assessing potential transactions involving foreign investors.
How to Prepare
To minimize risks, companies should conduct an audit of their ownership structure, review their activities for compliance with the new categories, identify any planned transactions with foreign investors, and seek professional advice if needed.
How Acsour Can Help Your Business
Our comprehensive solutions for IT companies will help you navigate the new regulatory requirements without risking your business.
Learn more about our solutions for IT companies.
- Legal entity establishment and ownership structuring. We will help you choose the optimal legal form and build an ownership structure that minimizes risks.
- Accreditation and tax incentives. We will guide you through all stages of obtaining accreditation and help you access available tax benefits to keep your company competitive.
- Regulatory compliance. Our specialists will ensure your activities fully comply with the new legal requirements and prepare all necessary documents for notifying the FAS and the Government Commission.
- VAT and taxes. We will advise on the tax implications of the changes and help you build a safe tax strategy under the new rules.
- Payments and reporting. We will ensure accurate tax calculations and the preparation and submission of reports to government authorities, including the FAS.
Learn more about our solutions for IT companies.
Submit a request — our experts will help you evaluate risks and build a secure strategy for dealing with foreign investors.
