Key Considerations ^ Russia’s FDI screening regime comprises three mechanisms. The first covers 51 strategic activities that have been designated as “of strategic importance” for state defense and security. The second requires review of a transaction of a non-Russian investor with special status, or when certain circumstances are in place. The third mechanism, governed by presidential decrees, was introduced in response to economic sanctions and export control restrictions imposed on Russia and covers almost any transaction involving (either directly or indirectly) investors from so-called “unfriendly” countries (unless ultimately controlled by a Russian person). However, the Russian government has introduced a partial carve-out for transactions with certain structures involving investors from “unfriendly” jurisdictions. ^ The timing of a classic FDI review under the first two mechanisms should conclude within three months, but could be extended to six months, and in 2025 typically simple applications with a complete set of documents were processed within two to four months, complex cases (banks, energy sector, large assets, multi-conditional structures) required four to six months or even longer. ^ The timing of reviews under the presidential decree framework is more difficult to predict as there are no statutory timelines. Transaction clearance may take a couple of months, in circumstances where it is of great importance to the Russian government (this became extremely rare in 2024 and 2025), wherein the applicant may be required to make several repeated submissions to the authorities. In a notable number of cases, approvals took longer than a year and/or have not yet been provided. ^ The majority of notable transactions involving foreign investors these days are exit sales and fall under the third mechanism (presidential decrees). Based on unofficial statistics, the number of applications under review within the presidential approval process and approval process of the Sub-Commission of the Government Commission for Control over Foreign Investments (the Sub-Commission) has significantly dropped as many foreign investors have accomplished their exits from Russia.
FDI Regime Overview Historically, FDI screening in Russia was based on two main legal instruments: Federal Law No. 57 “On Foreign Investments in Entities Having Strategic Importance for Security and Safety of the State” of April 29, 2008 (SSL), and Federal Law No.160-FZ “On Foreign Investments” of July 9, 1999 (FiL) (each as amended). This regime was supplemented with an additional set of procedures under presidential decrees adopted after March 1, 2022 (the Decrees) that materially modified the FDI regime applicable to both exit-sale transactions and new investments
if they involve, directly or indirectly, a person from “unfriendly” jurisdictions (either on the buyer or seller side). In March 2026, the Russian legislature passed expansions to the SSL that will go into effect in June 2026. The amendments added to the strategic activities that fall under the SSL and introduced additional procedural requirements. SSL filings will require more disclosure of information surrounding the foreign investor, including beneficiaries, beneficial owners and controlling persons of the seller.
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