Amendments to
the Sub-Commission approval procedure

Facilitating the rules for approving intra-group transactions & transactions between foreign persons of unfriendly jurisdictions

January 30, 2024
Last week, the Government released long-awaited amendments to the Decree No. 295 that governs the Sub-Commission approval process.

The amendments clarify the approval criteria for two types of transactions – (1)
intra-group transactions and (2) transactions made between foreign “unfriendly” persons, making it unnecessary for applicants to submit asset valuation reports and KPIs as a part of the filing package.

Indirectly, this means that other standard Sub-Commission requirements – the 50% discount from the asset value and 15% exit tax – will not apply to such transactions either, as they are calculated on the basis of the asset’s market valuation.

The amendments could significantly facilitate the approval process for transactions that require approval of the Sub-Commission but not result in an exit of a foreign investor from Russia. Earlier, this was a grey regulatory area not governed by the Sub-Commission rules. In some cases, the transaction parties were requested to comply with all of the listed requirements for standard (“exit”) deals.

Please find more details about these and other changes in the procedure and their impact in the memo.

If you would like to schedule a discussion of this paper, please contact:
Yury Shikhov, Senior Counsel at