Redomiciliation of foreign companies to Russian special administrative regions

Due to the current international environment, Russian businesses face a variety of sanctions restrictions in foreign jurisdictions. Foreign companies controlled by Russian residents are not unaffected by the difficulties.

In light of the new challenges, there is a growing interest among businesses to relocate a foreign part of their business to Russia. Russian legislation provides an attractive tool for this - redomiciliation (relocation) of a foreign company to a special administrative region (“SAR”) on the territory of Russia with obtaining the status of an international company. Such special regions have been created in Kaliningrad region (Oktyabrsky Island) and Primorye Territory (Russky Island).

The relocation to the SAR brings a number of crucial benefits to the company, in particular:

  • protection of Russian assets and company owners from sanctions restrictions;
  • tax benefits comparable to taxation in popular offshore jurisdictions;
  • the ability to apply foreign law to the company's internal relations;
  • the option to retain previously issued foreign securities;
  • the ability to keep confidential information about the company's shareholders.

Not only commercial companies, but also public benefit funds and personal funds established for asset management (similar to trusts) can be relocated to a Russian jurisdiction.

PB Legal | Panin, Bayramkulov & Partners has deep expertise in SAR and redomiciliation matters. Managing Partner of PB Legal | Panin, Bayramkulov & Partners Alexander Panin is a member of the expert group for the development of corporate legislation of the Ministry of Economic Development of the Russian Federation. Within the expert group, Alexander participates in drafting laws on SARs, international companies and international funds. In particular, he participated in the work on the draft laws:

  • on international personal funds;
  • on the introduction of different classes of shares in international companies, including “multi-voting” shares;
  • on “transit” redomiciliation.

PB Legal | Panin, Bayramkulov & Partners team provides services to foreign companies in connection with SAR redomiciliation.

We provide comprehensive assistance in the redomiciliation process - from developing a detailed plan to interacting with the SAR management company once the company is registered in Russia.

PB Legal | Panin, Bayramkulov & Partners' partnerships with foreign law firms, including advisors in the Cyprus allow us to handle turnkey redomiciliation projects.

Our experts will analyse the company's current structure, the specifics of the foreign law applicable to it and the political and legal situation in the relevant foreign jurisdiction.

Our services include, in particular:

  • developing a comprehensive redomiciliation plan, including actions in foreign jurisdictions and in Russia;
  • support of corporate procedures in foreign jurisdictions required to initiate redomiciliation;
  • interaction with foreign authorities and service providers in the course of redomiciliation;
  • selection and coordination of tax and financial advisors, appraisers and other specialists supporting the redomiciliation process;
  • preparation of the set of documents for registration of the company in Russia;
  • bringing corporate documents of the organisation in compliance with the requirements of Russian law, taking into account the specifics stipulated by the redomiciliation legislation;
  • verbal and written advice on matters arising in the course of redomiciliation;
  • interaction with the SAR's management company and state authorities during and after re-domiciliation.