Russian counter measures. Recent developments – 03/10/2022


Russia has adopted three rounds of measures in response to sanctions introduced by the US, EU and other states. The measures are mainly established in the presidential decrees, particularly, Decree No. 95 dated 5 March 2022 “On Temporary Procedure for the Discharge of Obligations Towards Certain Foreign Creditors” (please refer to Legal Alert dated 2 March 2022 for more details on the Decrees adopting the first two rounds of sanctions). The Government has also issued regulation establishing a procedure for approving controlled operations outlined by the two previous decrees.

Additionally, a new law providing for temporary measures aimed at facilitating the consequences of sanctions was adopted on 8 March 2022.

The Government has also recently introduced a package of draft laws aimed at stabilizing Russian economy. Such legal initiatives include a draft law on facilitating registration of foreign companies in special administrative regions, draft law allowing registering rights on foreign planes leased by Russian companies as well as suspending certification of transportation vehicles.


  1. New law on criminal liability

Federal Law “On Amending Russian Criminal Code and Articles  31 and 151 of the Russian Criminal Procedure Code” No. 32-FZ was adopted on 4 March 2022. 1

Namely, the new criminalizes actions committed by a Russian citizen calling for the imposition or extension of restrictive political or economic measures by a foreign state or a union of foreign states against Russia, Russian citizens or Russian legal persons.

Criminal liability arises, however, only in case such citizen has already incurred the corresponding administrative responsibility for similar actions within a year.

The law does not extend to legal entities, since criminal liability of legal persons does not exist in Russian law.

  1. New regulations on import and export restrictions

On 8 March 2022 Russian President Putin signed Decree No. 100 ”On Special Economic Measures in international economic transactions”. The Decree limits or restricts until the end of 2022 import and export of raw materials.

On 9 March the Government provided a list of goods and materials that had been imported to Russia and temporarily cannot be exported outside of Russia. These list includes technological, medical, telecommunication equipment, vehicles, agricultural equipment. Such equipment can only be exported to the countries of Eurasian Economic Union subject to an authorization received from a competent authority. 2

  1. New presidential decree on discharge of obligations

On 5 March 2022 Russian President Putin signed Decree No. 95 “On Temporary Procedure for the Discharge of Obligations Towards Certain Foreign Creditors”. 3

This Presidential Decree applies to the performance by the Russian Federation, its territorial entities, municipalities, Russian residents (the “Debtor“) of their obligations exceeding 10,000,000 RUB per month (or currency equivalent) in respect of credits and loans, financial instruments to foreign creditors. Such foreign creditors include foreign persons associated with unfriendly foreign states or persons controlled by such foreign persons associated with unfriendly foreign states, regardless of their place of registration or activity (unless they are registered in Russia).

The main provisions of the new presidential decree are as follows:

►The Debtor may submit to a Russian credit organization a request for opening on behalf of a foreign creditor or a foreign organization authorized, according to its lex personalis, to register and transfer rights in securities of a type “C” account, intended for the discharge of these obligations. Such a request may also be addressed by the Debtor to a non-banking credit institution considered as a central depositary under Russian law.

►Deposit accounts opened by a non-resident (foreign creditor) before the entry into force of the presidential decree should be considered as a type “C” account.

►In general, the obligations of the Debtors are considered to have been performed when they are paid in RUB at the exchange rate of the Russian Central Bank applicable at the day of payment.

►In the event that the Debtor transfers funds to a type “C” account, the creditor has the right to address the credit institution who opened the account requesting the use of funds in accordance with the terms defined by the Russian Central Bank.

►The Decree also applies to:

+Performance by Debtors of their obligations to residents and foreign creditors not associated with hostile foreign states who became assignees after 1 March 2022 of receivables assigned by foreign creditors associated with hostile foreign states.

+The fulfillment by Russian legal persons of their obligations related to the issue of securities by foreign entities (Eurobonds, certificates of deposit).

►The Russian Central Bank and the Russian Ministry of Finance may establish a procedure separate from the conditions provided for by the decree for the performance of obligations by Debtors with foreign creditors associated with hostile foreign States. Pending this procedure, the Russian Central Bank and the Russian Ministry of Finance may issue authorizations for the performance of these obligations under conditions separate from the terms of the presidential decree.

►The new Presidential Decree also clarifies the terms of Presidential Decree No. 81 of 1 March 2022 (for more information on said Decree please refer to our Legal Alert on Russian Counter Measures dated 2 March 2022). Namely, persons who fulfill the following cumulative conditions should not be considered as persons associated with unfriendly foreign States:

+Persons who are controlled by Russian legal or natural persons (the ultimate beneficiaries are the Russian Federation, Russian legal or natural persons), including if this control is exercised through foreign legal persons associated with such foreign states; and

+Information on the control of these persons has been disclosed by the Russian legal or natural persons to the Russian tax authorities.

►The Russian Central Bank is authorized to publish explanations on the methods of application of the Russian temporary measures.

  1. New Procedure for Approving Controlled Operations

On 6 March 2022, the Russian government issued Decree No. 295 establishing the procedure for issuing authorizations by the governmental commission in accordance with the presidential decree. 4  The decree also amends the previous regulation of the government commission for the control of foreign investments.

The main points of this decree are as follows:

►The decree indicates that the notion of “control” referred to in the presidential decrees must be interpreted within the wording of Article 5 of the Russian law on strategic sectors.

►The decree confirms our interpretation of the concept of “resident” which is used in presidential decrees (please see our legal alert of 2 March 2022). This concept of “resident” must be considered in the light of Russian law on exchange control.

►The application for permission must be filed by the Russian resident or the foreign person who is a party to the proposed operation to the federal executive body responsible for the development of state policy and legal regulation in budgetary, fiscal, monetary and banking matters (the “Competent body”). The application must contain a number of documents, in particular on the beneficiaries of the foreign person (the list of documents to be provided partially repeats the list already provided for by the Russian law on strategic sectors).

►The government commission (sub-commission under the terms of the decree) should include representatives of the presidential administration, the Russian Central Bank and the federal executive body responsible for developing state policy and legal regulation in the field of analysis and forecasting of socio-economic development. It is chaired by the head of the Competent body.

►The governmental commission must adopt its decisions unanimously.

►No deadline for examining applications is defined by the decree.

►The government commission can decide to approve the operation without reservation, approve it under certain conditions or reject it. If the commission approves the operation, it must define the period of validity of its authorization.

►The government commission may decide to authorize the operation for the benefit of an indeterminate group of persons.

  1.  List of hostile foreign states

On 5 March 2022, the Russian government issued Instruction No. 430-р which provides a list of all states considered as hostile towards Russia. 5 This list includes in particular all EU countries, Switzerland, the United Kingdom, the United States of America.

  1. Explanations from the Russian Central Bank

On 5 March 2022 the Russian Central Bank published information letter No. ИН-01-31/26 specifying the terms of application of presidential decrees No. 79 of 28 February and No. 81 of 1 March 2022. 6 According to these explanations, the authorization of the government commission is not required for the following transactions with transferable securities:

►Operations carried out during the conversion of certificates of deposit of shares of a Russian issuer into shares of a Russian issuer if following this conversion, the shares of the Russian issuer are credited to a deposit account opened on behalf of the owner of said certificates of deposit;

►Securities transfer operations without transfer of ownership rights;

►Transactions carried out independently of the will of the person exercising rights in the securities (execution of court decisions, securities conversion operations by the debtor, etc.);

►Debit transactions of transferable securities from the deposit account of their nominal holder and credit to another deposit account of a nominal holder.

The Central Bank also specifies in its information letter that in the event of making payments relating to a loan granted by a resident in RUB or in foreign currencies, credit institutions are required to take measures to establish whether the beneficiary of the loan is a foreign person or a person under the control of foreign persons.


On 8 March 2022, Russian President Putin signed Federal Law “On Amending Certain Legislative Acts” No.46-FZ. 7

The law provides for a package of measures aimed at facilitating business operations potentially targeted by sanctions. Particularly, the law provides that:

►A six month extension for loans taken from the banks by small and medium-sized enterprises before 1 March 2022.

►Routine inspections of small and medium-sized enterprises scheduled before 31 December 2022 are suspended. Routine inspections of accredited IT companies are suspended until 31 December 2022.

►Conditions and procedure for state procurement is facilitated.

►Conditions for the purchase of medicines is facilitated.

►Decrease of the net assets of a limited liability company or a joint-stock company below its charter capital by the end of 2022 would not entail the company’s obligation to either decrease the charter capital or to dissolve.

►Public joint-stock companies are authorized to acquire their listed shares before the end of 2022 in case certain conditions are met.

The law became effective immediately after its publication.

We are actively following the developments related to those issues and are fully prepared to advise our clients.

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