The cost of exiting Russia in 2026: the 60% discount, the 35% contribution and the end of the buy-back
Selling a Russian subsidiary to a local buyer is lawful, slow and expensive by design. The arithmetic, as of October 2026: a seller on the minimum terms keeps roughly five per cent of market value.
Which transactions need a permit
Decree No. 618 of 8 September 2022 made any transaction that establishes, changes or terminates rights to a participation interest in a Russian LLC with the involvement of a person from an unfriendly state subject to a permit of the Government Commission's sub-commission. There is no de minimis threshold. Decree No. 81 does the same for shares in joint-stock companies, securities and real estate. A notary will not certify a transfer of an LLC interest without the permit, and a transfer made without one is void. Transactions in strategic sectors — energy, banking and others listed in Decree No. 520 of 5 August 2022 — require a decision of the President rather than the sub-commission, and since October 2024 so does any transaction with an asset valued above RUB 50 billion.
The conditions
The sub-commission does not negotiate; it applies published conditions, last tightened by the extract of 15 October 2024 (No. 268/1):
| Condition | Since October 2024 | Before |
|---|---|---|
| Discount to market value | at least 60% | 50% |
| Contribution to the federal budget | at least 35% of market value, paid 25% within one month, 5% within one year, 5% within two years | 15% (earlier 10%) |
| Valuation | independent appraisal with an SRO expert review, dated no more than three months before the meeting (since February 2025) | six months |
| Buyer obligations | KPIs on business continuity, headcount and investment, monitored by the Accounts Chamber | same |
| Buy-back option | recommended term up to two years; may be terminated by a court under Law 319-FZ | enforceable as agreed |
The contribution is formally “voluntary” and formally payable by either side; in most 2025–2026 transactions it has been structured as a buyer's payment that reduces the price. On the minimum terms the seller receives 40% of market value, from which a 35%-of-market-value contribution is funded, leaving about 5%. The sub-commission may raise both figures case by case, and has done so where the seller's conduct — public statements, prior transfers — displeased it.
Procedure and timing
The application goes to the sub-commission through the Ministry of Finance as secretariat, with a description of the transaction and its material terms, corporate documents of the applicant, information on beneficial owners and controlling persons, and the appraisal report with its SRO review. Documents are filed in Russian or with a notarised translation. There is no statutory deadline. In practice a standard permit for an LLC interest takes two to three months; a complex exit, six to eight. Because the appraisal expires after three months, timing the valuation against the expected meeting date has become a practical art, and a lapsed report means paying for a new one.
What Law 319-FZ changed
Many 2022–2024 exits were structured as a sale to local management or a Russian buyer with an option for the Western seller to buy the business back within a set period. Federal Law No. 319-FZ of 4 August 2026 inserted Article 20.1 into the Foreign Investment Law, allowing the Russian acquirer — or the competent federal ministry — to ask the Arbitrazh Court of the Moscow Region to terminate the buy-back right. The claim succeeds if two conditions are met together: the investor's conduct after 22 February 2022 was “unfriendly” (public support for sanctions, a declared cessation of operations, non-performance of obligations without obvious economic reasons), and the buy-back is non-market — a price deviating from market by 25% or more, or additional investment by the acquirer that the buy-back price does not reflect. The court has exclusive jurisdiction even where the contract provides for arbitration abroad. The investor may claim compensation within a year of the judgment; the court may reduce it or deny it entirely. In short, a buy-back option is now a claim against a specific counterparty's good faith, not a property right.
Alternatives to selling
Staying is cheaper than leaving, which is the policy intent. A subsidiary that continues operating may obtain permits to pay dividends under the conditions described in the dividends guide. Reorganising the holding chain so that the Russian company is held through a friendly or Russian-controlled entity removes it from the unfriendly regime altogether, though the reorganisation itself may require a permit. Liquidation and capital reduction are not an escape: payments to an unfriendly participant on liquidation fall under Decree No. 737 and the type C regime (card 7.4). And the “economically significant organisations” mechanism of Law 470-FZ allows Russian beneficiaries to obtain direct ownership through a court, bypassing a foreign holding company that is unable to act because of Western sanctions — a route that has been used against, not by, Western shareholders.