On 3 February 2025, the Ministry of Finance of the Russian Federation issued official clarifications* (the “Clarifications”) regarding the application of the “counter-sanctions” Decrees of the President of the Russian Federation, specifically Presidential Decree No. 618* dated 8 September 2022 (the “Decree”).

According to the Clarifications, permit from the Government Commission is not required for the appointment or termination of the sole executive body (CEO) of a Russian company with “unfriendly” foreign participation.

Prior to the publication of these Clarifications, there had been significant debate within the professional community regarding whether such permit was necessary for appointments made by “unfriendly” foreign participants. In practice, many notaries refused to certify corporate decisions on the appointment of sole executive bodies, citing the need for the Government Commission permit. This created considerable difficulties for companies with foreign participation.

The published Clarifications resolve this uncertainty.

However, it is important to note that the Government Commission permit is not required only when an individual (employee under a labour contract) is appointed as the sole executive body. If the powers of the sole executive body are transferred to a manager (individual entrepreneur) or a management company, the Government Commission permit will be required*. This position was first established by the Ministry of Finance of the Russian Federation in October 2022.

We continue to monitor developments in the legal framework and regulatory practice on this matter.

* In Russian

Publication is also available in Russian and Japanese.

Authors:

Maxim Boulba, Partner, Head of Antitrust & Regulatory

Elena Andrianova, Senior Associate, Antitrust & Regulatory

Ksenia Voloshchenko, Associate, Antitrust & Regulatory