Control means any criterion of Article 5 of Law No. 57-FZ; a blocking right alone is not control

What it says⧉

For paragraph 1 of Decree No. 81, paragraphs 1 and 12(a) of Decree No. 95, paragraph 1 of Decree No. 254, paragraph 1 of Decree No. 737 and paragraphs 11 and 12 of Decree No. 138, a person is controlled if one of the criteria in parts 1–2¹ of Article 5 of the Strategic Investments Law (No. 57-FZ) is met. The ability to block decisions under law, the charter or a contract is not by itself a sign of control. Subparagraph 1.1 of Clarification No. 2-OR no longer applies.

Status, October 2026⧉

In force. Relevant to the “friendly control” exceptions in the navigator.

Unofficial translation⧉

Unofficial translation by BCA Unternehmensberatung UG. Only the Russian text is authoritative: Russian original on usd.bcaun.com · publication of the Bank of Russia ↗. Notes on provisions no longer applied are editorial and not part of the document.

Paragraph 1⧉

1. Guided by paragraph 13 of Decree of the President of the Russian Federation No. 95 of 5 March 2022 “On the Temporary Procedure for Performing Obligations to Certain Foreign Creditors” (“Decree No. 95”), paragraph 9 of Decree of the President of the Russian Federation No. 254 of 4 May 2022 “On the Temporary Procedure for Performing Financial Obligations in the Field of Corporate Relations to Certain Foreign Creditors” (“Decree No. 254”), paragraph 8 of Decree of the President of the Russian Federation No. 737 of 15 October 2022 “On Certain Issues of Carrying Out (Performing) Certain Types of Transactions (Operations)” (“Decree No. 737”) and paragraph 13 of Decree of the President of the Russian Federation No. 138 of 3 March 2023 “On Additional Temporary Economic Measures Related to the Circulation of Securities” (“Decree No. 138”), the Bank of Russia clarifies the application of certain provisions of Decree of the President of the Russian Federation No. 81 of 1 March 2022 “On Additional Temporary Economic Measures to Ensure the Financial Stability of the Russian Federation” (“Decree No. 81”), Decree No. 95, Decree No. 254, Decree No. 737 and Decree No. 138.

For the purposes of paragraph 1 of Decree No. 81, paragraph 1 and subparagraph “a” of paragraph 12 of Decree No. 95, paragraph 1 of Decree No. 254, paragraph 1 of Decree No. 737 and paragraphs 11 and 12 of Decree No. 138, a person is deemed to be under control if one of the criteria set out in parts 1–2¹ of Article 5 of Federal Law No. 57-FZ of 29 April 2008 “On the Procedure for Foreign Investment in Business Companies of Strategic Importance for National Defence and State Security” (“Law No. 57-FZ”) is present. The ability to block decisions on the basis of law, the charter or a contract cannot be regarded as a sign of being under control for the purposes of paragraph 1 of Decree No. 81, paragraph 1 of Decree No. 95, paragraph 1 of Decree No. 254, paragraph 1 of Decree No. 737 and paragraphs 11 and 12 of Decree No. 138.

Paragraph 2⧉

2. From the date of publication of this official clarification, subparagraph 1.1 of paragraph 1 of Bank of Russia official clarification No. 2-OR of 18 March 2022 “On the application of certain provisions of Decree of the President of the Russian Federation No. 79 of 28 February 2022 “On the Application of Special Economic Measures in Connection with the Unfriendly Actions of the United States of America and the Foreign States and International Organisations That Have Joined Them”, Decree of the President of the Russian Federation No. 81 of 1 March 2022 “On Additional Temporary Economic Measures to Ensure the Financial Stability of the Russian Federation” and Decree of the President of the Russian Federation No. 95 of 5 March 2022 “On the Temporary Procedure for Performing Obligations to Certain Foreign Creditors”” shall not be applied.

This official clarification shall be posted on the official website of the Bank of Russia on the Internet and applies from the date of its posting.

Guides that discuss it⧉