Egorov Puginsky Afanasiev & Partners Law Offices
18 May 2022
18 MAY 2022
This memorandum summarises the counter sanctions the Russian Federation has imposed against hostile actions of the USA and their allied foreign countries and international
organisations from 28 February to 17 May 2022 (18:00).
The terminology used in the memorandum is set out at the end of the memorandum.
Contents:
PART 1 – KEY COUNTER SANCTIONS – pages 2-26
DEALINGS / TRANSACTIONS – pages 2-11
PROHIBITIONS ON DEALINGS / EXECUTION OF TRANSACTIONS WITH FOREIGN SANCTIONED PERSONS 12
INTERCOMPANY LOANS / BANK LOANS – pages 13-17
DISCHARGE OF OBLIGATIONS BY RESIDENTS – pages 17-24
PART 2 – SALE OF FOREIGN CURRENCIES / TRANSFERS BETWEEN ACCOUNTS – pages 25-32
SALE OF FOREIGN CURRENCIES / TRANSFERS BETWEEN ACCOUNTS – pages 25-32
KEY TERMINOLOGY – pages 33-35
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PART 1 – KEY COUNTER SANCTIONS
Sanction
Regulation
Comments
DEALINGS / TRANSACTIONS
1.
Requirement to obtain consents from the Government Commission / Russian Central Bank / Ministry of Finance for certain dealings (transactions) with effect from
2 March 2022
1.1.
The following dealings (transactions) shall be carried out with the consent of the Government Commission (such consent may contain terms of transactions)
Dealings (transactions) between Residents and (i) Hostile Persons and (ii) Controlled Persons:
(a)
(i) Disbursement of bank loans and intercompany loans in Russian roubles (unless prohibited by legal
regulations of the Russian Federation);
clause 1 (a), Decree
No. 81
(ii) Dealings (transactions) giving rise to the ownership right to securities or immovable property.
Dealings (transactions) with Foreign Persons:
(b)
(i) If the subject matter of these transactions is securities or immovable property purchased from Hostile
Persons after 22 February 2022.
Other categories of dealings / transactions:
(c)
(i) Foreign currency loans from Residents to Non-Residents;
(ii) Residents can credit foreign currency to their accounts outside the Russian Federation (money
transfers without opening a bank account with the use of foreign payment methods).
clause 3, Decree No.
79
(iii) Sale of foreign currencies in the amount different from that contemplated by Decree No. 79 (i.e. not
80% of earned foreign currency)


Advance payments made by Residents under agreements for services, work, transfer of
information and IT by Foreign Persons and Hostile Persons (legal entities and natural persons).
Money transfers from accounts opened in Russia:

from Hostile Persons (legal entities) to Foreign Persons (legal entities);
for information purposes only, for a tailored advise consult a lawyer
2

A Resident or Hostile Person /
Controlled Person shall file an
application to obtain consent to a
transaction or a series of
transactions.

The application shall attach a range
of documents, among which are the
applicant’s corporate documents,
information about the transaction,
balance sheet of the Resident, etc.
(for more details, please follow the
link below).

The decisions shall be taken by the
Government
Commission
unanimously.

The sub-commission may specify the
validity period of the consent to a
dealing (transaction).
clause 1 (c), Decree
No. 81
clause 1 (b), Decree
No. 81
(iv) Transactions in excess of the limits set by the BoD of the Russian CB:
Procedures to obtain Consent from the
Government
Commission
are
contemplated by Resolution No. 295:
clause 9, Decree No.
126
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


18 May 2022

from Foreign Persons (legal entities) to accounts opened in Hostile States.
Transfers (without opening accounts) of money, including e-money:

from Hostile Persons (legal entities) to Foreign Persons (legal entities);

from Foreign Persons (legal entities) to banks and other organisations of the financial
market located in Hostile States.
The sub-commission may decide to
give consent to a dealing
(transaction) to the public at large.
Form of application to the Government
Commission
https://minfin.gov.ru/ru/permission/7981/?id_65=135694forma_rassmotrenie_voprosov_podkomis
siei_v_tselyakh_vydachi_razresheniya_p
ravitelstvennoi_komissiei
Purchase of foreign currency on the domestic market of the Russian Federation by NonResidents (legal entities).
Other information regarding applications
https://minfin.gov.ru/ru/permission/79-81/
(v) Deposit of export earnings under agreements with Non-Residents providing services, performing
work and transferring IT to accounts (deposit accounts) opened outside Russia.
clause 1.2, Guidance
No. 3-OR
(vi) Payment for supplies of natural gas by Foreign Persons to the Residents engaged in foreign trade
and having the exclusive right to export natural gas and not subject to the procedures contemplated
by Decree No. 172 of the Russian president “On Special Procedures of Discharge by Foreign Buyers
of Their Obligations to Russian Suppliers of Natural Gas” dated 31 March 2022:
clause 1, Presidential
Decree No. 172

Under foreign trade contracts for the supply of natural gas entered into with Foreign Persons if
supplies are made to Hostile States;

Under foreign trade contracts for the supply of natural gas entered into with Hostile Persons.
(vii) Transactions to withdraw foreign depositary receipts converted into shares at the level different from
the one set by the Central Bank of Russia (0.2% of their quantity a day).
1.2.
clause 1 (f) of the
Consent Regulations
approved by Resolution
No. 295
The Central Bank of Russia also issued
Guidance No. 5-OR dated 29 April 2022
on the special procedure for the discharge
of obligations owed to gas suppliers:
https://www.cbr.ru/Crosscut/LawActs/File
/5882
Compliance Order of
the Central Bank of
Russia
https://www.cbr.ru/pres
s/pr/?file=27042022_17
4522INFR27042022_1
54920.htm
Consent of the Russian CB required
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(a)
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Dealings (transactions) granting Hostile Persons and Controlled Persons the ownership right to securities
are allowed for on-exchange trading on the basis of consents given by the Central Bank of Russia upon
agreement with the Ministry of Finance (consents contain terms of such dealings (transactions)).
clause 1 (в), Decree
No. 81
https://minfin.gov.ru/common/upload/libra
ry/2022/03/main/Osnovaniya_dlya_vynes
eniya_voprosa_po_Ukazam_Prezidenta.
docx
Until 31 December 2022 the following transactions required consent of the Russian CB:
(b)
(i) Payment by a Resident for a share, contribution, unit in property (authorised (pooled) capital, unit
investment fund of a cooperative) of a Non-Resident legal entity.
(ii) Contributions by a Resident to a Non-Resident under a simple partnership agreement with
investments in the form of capital investments (a joint operations agreement).
clauses 2 and 4,
Decree No. 126
(c)
(ii) Non-application of the exporters’ requirement to sell their foreign currency in the extent applied to
repayment of foreign currency loans to Russian credit institutions (such a portion is determined on
the date when a foreign currency is credited to the exporter’s account).
clause 4, Decree No.
126
(d)
(iii) As for credit and non-credit financial organisations – discharge of obligations under intercompany
loans, bank loans and financial instruments (including derivative financial instruments) exceeding
RUB 10m (or its equivalent in a foreign currency) to Hostile Persons and Controlled Persons (except
for those registered in Russia) – other than contemplated by Decree No. 95 (i.e. in a foreign currency
or not to C accounts).
clauses 10 and 11,
Decree No. 95
(e)
(iv) As for credit and non-credit financial organisations – discharge of obligations to pay profits of the
Residents – limited liability companies, business partnerships and production cooperatives – to their
members – Hostile Persons and Controlled Persons (except for those registered in Russia) – other
than contemplated by Decree No. 95 (i.e. in a foreign currency or not to C accounts).
clauses 2 and 3,
Decree No. 254
for information purposes only, for a tailored advise consult a lawyer
4
Information regarding applications to and
consents from the Russian CB (does not
apply to consents for the purposes of
Decree No. 95):
https://www.cbr.ru/about_br/dir/rsd_2022
-03-25_2/
Other transactions requiring consent from the Russian CB:
(i) Sale by exporters of 80% of foreign currency within time limits other than contemplated by Decree
No. 79 (pursuant to Decree No. 79, sale is made within 60 business days after such foreign currency
is credited to transit foreign currency accounts at authorised banks).
The table posted on the Ministry of
Finance’s website (in clause 5.2.1) states
that dealings (transactions) as part of onexchange trading require consent from
the Government Commission (rather than
Russian Central Bank).
The Russian Central Bank extended the
period of sale of the foreign currency
credited to their accounts, starting from 19
April
2022:
http://cbr.ru/press/event/?id=12830http://
cbr.ru/press/event/?id=12830
.
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1.3.
Consent of the Ministry of Finance required
(a)
As for organisations which are not credit or non-credit financial organisations – discharge of obligations
under intercompany loans, bank loans and financial instruments (including derivative financial
instruments) exceeding RUB 10m (or its equivalent in a foreign currency) to Hostile Persons and
Controlled Persons (except for those registered in Russia) – other than contemplated by Decree No. 95
(i.e. in a foreign currency or not to C accounts).
clauses 10 and 11,
Decree No. 95
(b)
As for the entities that are not credit or non-credit financial organisations – discharge of obligations to
pay profits of the Residents – limited liability companies, business partnerships and production
cooperatives – to their members – Hostile Persons and Controlled Persons (except for those registered
in Russia) – other than contemplated by Decree No. 95 (i.e. in a foreign currency or not to C accounts).
clauses 2 and 3,
Decree No. 254
(c)
Transfers from Type C Accounts to other accounts (customer accounts), which are not Type C Accounts
Resolution on Type C
Accounts
1.4.
Government consent required
(a)
clause 5, Resolution
No. 851 dated 11 May
2022 of the Russian
Government “On
Measures to Implement
Decree No. 252 of the
Russian President
dated 3 May 2022”
Dealings (transactions) with Foreign Sanctioned Persons
Information regarding applications to the
Ministry of Finance:
https://minfin.gov.ru/ru/permission/95/
The Resolution of Type C Accounts does
not expressly state that withdrawal from
Type C Accounts to other accounts
requires consent of the Ministry of
Finance itself. This conclusion is made on
the basis of comprehensive interpretation
of counter sanctions measures, including
Decree No. 95 and the information posted
on the Ministry of Finance’s website. As a
matter of practice, depositaries seek
consent of the Central Bank of Russia
(procedures to obtain such consent are
not regulated).
The Ministry of Finance is the body
responsible for submission to the Russian
Government of proposals:

to amend the list of Foreign
Sanctioned Persons;

to give temporary consents to carry
out certain transactions with Foreign
Sanctioned Persons.
2.
Specifics and exceptions from temporary procedures in relation to transactions that require consent from the Government Commission / Russian CB / Ministry of
Finance
2.1.
Dealings (transactions) with stakes in LLC
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(a)
18 May 2022
No consent of the Government Commission / Russian CB is required for dealings (transactions) to
dispose of stakes in LLC capital
Letter No. 1176/03-16-3
of the Federal Notarial
Chamber “On Specifics
of Notarisations by
Notaries
Public
Involving
Foreign
Persons in Connection
with Decree No. 79 and
Decree No. 81” dated 2
March 2022
https://notariat.ru/ruru/news/izmeneniya-vporyadkeudostovereniya-sdeloks-inostrannymelementom-2203
2.2.
Dealings (transactions) with securities
(a)
“Special Foreign Persons” include the
The Government Commission’s consent is required both in case of purchase and disposal of securities
clause 1.7, Guidance persons that are subject to clause 1 of the
under transactions between Residents and Hostile Persons or Controlled Persons except for transactions
No. 2-OR
Exception (Letter No. 31-4-1/507 of the
involving Special Foreign Persons.
Bank of Russia dated 7 April 2022).
No consent of the Government Commission is required:
clause 12, Decree No.
95
(i) If the Exception is applicable.
clause 4, Decree No.
254
(b)
For the following dealings (transactions) unless they involve a transfer of money:
(ii) transactions made upon conversion of depositary receipts for shares of a Russian issuer into shares
of the Russian issuer (provided that, as a result of this conversion, the shares are credited to the
securities account opened in the name of the holder of such depositary receipts);
for information purposes only, for a tailored advise consult a lawyer
6
clause 1.5, Guidance
No. 2-OR
Limitations of Decree No. 95 on the
discharge of obligations under bank
loans, intercompany loans and financial
instruments continue to apply.
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(iii) transactions made in connection with the transfer of securities by a Hostile Person or a Controlled
Person who held such securities and took all related actions in the interests of the person to which
they are transferred (for example, return of securities from a trust);
(iv) transfers of securities without conveyance of titles to such securities;
(v) transactions made beyond the will of the person exercising the rights attached to securities (for
example, enforcement of a judgment);
(vi) withdrawals of securities from the securities account of the nominal holder and crediting of such
securities to the securities account of another nominal holder.
To dealings / transactions if:
(i) securities are kept by a foreign depositary outside Russia (or another financial market organisation);
(ii) payments under transactions involving such securities are made in accounts (i) opened by a
Resident at foreign banks (other organisations outside Russia) and (ii) disclosed to Russian tax
authorities.
clause 1.11, Guidance
No. 2-OR
Minutes No. 30 of the
Government
Commission’s
subcommission
meeting dated 11 April
2022
To execution (consummation) of dealings (transactions) with Residents to acquire securities by credit
and non-credit financial organisations – Controlled Persons (Residents) on their own behalf and at their
own expense as well as on their own behalf and at the expense of their clients that are Hostile Persons.
To transactions of issuers – Controlled Persons (Residents) and Resident issuers controlled by
Controlled Persons – with Residents, entailing acquisition by such issuers of ownership to any securities
placed by them (particularly, during execution (consummation) of such dealings (transactions) at the
for information purposes only, for a tailored advise consult a lawyer
7
https://minfin.gov.ru/ru/
permission/7981/?id_65=136048vypiska_iz_protokola_z
asedaniya_podkomissii
_pravitelstvennoi_komi
ssii_po_kontrolyu_za_o
sushchestvleniem_inos
trannykh_investitsii_v_r
ossiiskoi_federatsii_ot_
11_aprely
Minutes No. 36 of the
Government
Commission’s
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instruction of issuers by third parties on behalf of the issuers or on behalf of such third parties but at the
issuers’ expense).
subcommission
meeting dated 21 April
2022
https://minfin.gov.ru/ru/
permission/7981/?id_65=136111vypiska_iz_protokola_z
asedaniya_podkomissii
_pravitelstvennoi_komi
ssii_po_kontrolyu_za_o
sushchestvleniem_inos
trannykh_investitsii_v_r
ossiiskoi_federatsii_ot_
21_aprely
To the following dealings (transactions):
(i) entailing acquisition of ownership to additional shares (interests), bonds held by Residents, to which
Hostile Persons being members of the same group as Residents are a party on the grounds
contemplated by Article 9 Part 1 §1 of the Federal Law “On Protection of Competition” provided that
such shares (interests) are paid for in roubles;
clause 5, Decree No.
254
(ii) entailing acquisition by Hostile Persons of ownership to additional shares (interests) held by
Residents provided that such Hostile Persons do not become capable of controlling more than 25%
of shares (interests) comprising the Resident’s authorised capital.
To any sale by companies managing mutual funds prior to 1 July 2022 of securities of foreign issuers,
including foreign investment funds included in the assets of mutual funds as of 22 February 2022, to
Hostile Persons and Controlled Persons provided that the funds obtained under such dealings
(transactions) are credited in full to an account opened at a Russian credit institution (also in the cases
where such dealings (transactions) are executed (consummated) at the instruction of a management
company by third parties).
for information purposes only, for a tailored advise consult a lawyer
8
Extract from Minutes
No. 35 of the
Government
Commission’s
subcommission
meeting dated 19 April
2022
https://minfin.gov.ru/ru/
permission/7981/?id_65=136115vypiska_iz_protokola_z
asedaniya_podkomissii
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_pravitelstvennoi_komi
ssii_po_kontrolyu_za_o
sushchestvleniem_inos
trannykh_investitsii_v_r
ossiiskoi_federatsii_ot_
19_aprely
2.3.
Transactions with real estate
(a)
“Special Foreign Persons” include the
The Government Commission’s consent is required both in case of purchase and disposal of real estate
clause 1.7, Guidance persons that are subject to clause 1 of the
under transactions between Residents and Hostile Persons or Controlled Persons except for transactions
No. 2-OR
Exception (Letter No. 31-4-1/507 of the
involving Special Foreign Persons.
Bank of Russia dated 7 April 2022).
No consent of the Government Commission is required:
clause 12, Decree No.
95
(i) If the Exception is applicable.
clause 4, Decree No.
254
clause 5, Decree No.
254
(b)
Minutes
of
the
Government
Commission’s
(ii) To transactions involving disposal of real estate in favour of Hostile Persons (natural persons).
subcommission
(iii) In the event of purchase of real estate from Hostile Persons (natural persons) if payments under meeting dated 17 March
2022
such a transaction are made to Type C Accounts.
Such consent is valid indefinitely.
(iv) To the execution / performance by Residents of construction co-funding agreements with Hostile https://minfin.gov.ru/ru/
document/?id_4=13576
Persons.
9vypiska_iz_protokola_z
asedaniya_podkomissii
_pravitelstvennoi_komi
ssii_po_kontrolyu_za_o
sushchestvleniem_inos
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trannykh_investitsii_v_r
ossiiskoi_federatsii_ot_
17_marta_2022_goda
clause 5, Decree No.
254
Minutes
of
the
Government
Commission’s
subcommission
meeting dated 24 March
(v) To transactions of Hostile Persons or Controlled Persons (Residents) giving rise to ownership to 2022
apartment buildings and (or) other real properties built (created) and commissioned pursuant to
https://minfin.gov.ru/ru/
requirements of Federal Law No. 214-FZ “On Participation in Co-Funded Construction of Apartment
permission/79Buildings and Other Real Properties and Amendments to Certain Enactments of the Russian
81/?id_65=135863Federation” dated 30 December 2004.
vypiska_iz_protokola_z
asedaniya_podkomissii
_pravitelstvennoi_komi
ssii_po_kontrolyu_za_o
sushchestvleniem_inos
trannykh_investitsii_v_r
ossiiskoi_federatsii_ot_
24_marta_
To dealings / transactions if:
(i) real properties are located outside Russia;
(ii) payments under transactions involving such real estate are made in accounts (i) opened by a
Resident at foreign banks (other organisations outside Russia) and (ii) disclosed to Russian tax
authorities.
clause 1.11, Guidance
No. 2-OR
To execution (consummation) of dealings (transactions) with Residents to acquire real estate by credit
and non-credit financial organisations being Controlled Persons (Residents) on their own behalf and at
their own expense as well as on their own behalf and at the expense of their clients that are Hostile Minutes No. 30 of the
Persons.
Government
Commission’s
To dealings (transactions) to acquire real estate by Residents from Hostile Persons (natural persons)
subcommission
provided that:
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
Such transactions were consummated before 2 March 2022;

Documents for the transactions were filed for state registration before 2 March 2022;

Payment under the transactions was made before 2 March 2022 or after state registration of
conveyance of ownership using borrowed funds.
meeting dated 11 April
2022
https://minfin.gov.ru/ru/
permission/7981/?id_65=136048vypiska_iz_protokola_z
To dealings (transactions) to acquire (dispose of) real estate between Residents and Residents being asedaniya_podkomissii
Russian legal entities that directly and (or) indirectly hold a stake in the authorised capital of Hostile _pravitelstvennoi_komi
Persons or Controlled Persons of:
ssii_po_kontrolyu_za_o
sushchestvleniem_inos
 For PJSCs – no more than 50% minus 1 share;
trannykh_investitsii_v_r
 For JSCs – no more than 25% minus 1 share;
ossiiskoi_federatsii_ot_
11_aprely
 For LLCs – no more than 25% minus one vote.
To gratuitous transactions to acquire real estate to which nationals of Hostile States are a party provided clause 5, Decree No.
that such transactions are made between spouses or close relatives.
254
2.4.
Other dealings (transactions)
(a)
Letter No. 1176/03-16-3
of the Federal Notarial
Chamber “On Specifics
of Notarisations by
Notaries
Public
Involving
Foreign
No consent of the Government Commission is required for:
Persons in Connection
with Decree No. 79 and
(i) Inheritance succession involving a foreign element;
Decree No. 81” dated 2
(ii) Issuance of powers of attorney granting authority to carry out dealings (transactions) that require March 2022
consent from the Government Commission.
https://notariat.ru/ruru/news/izmeneniya-vporyadkeudostovereniya-sdeloks-inostrannymelementom-2203
for information purposes only, for a tailored advise consult a lawyer
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PROHIBITIONS ON DEALINGS / EXECUTION OF TRANSACTIONS WITH FOREIGN SANCTIONED PERSONS
3.
Prohibitions on dealings / execution of transactions with foreign sanctioned persons
(a)
With effect from 3 May 2022, federal government authorities, government authorities of constituent
entities of Russia, other government authorities, local self-government authorities, Residents are
prohibited to:
(i) Consummate transactions (including foreign trade contracts) with Foreign Sanctioned Persons;
(b)
clause 1, Decree No.
252
(ii) Discharge obligations owed to Foreign Sanctioned Persons under consummated transactions
(including foreign trade contracts) if such obligations remain outstanding or partially discharged;
The list of Foreign Sanctioned Persons
is approved by Resolution No. 851 of the
Russian Government dated 11 May
2022
(iii) Make financial transactions under which beneficiaries are Foreign Sanctioned Persons;
(iv) Make transactions in favour of Foreign Sanctioned Persons;
(c)
clause 3, Resolution
No. 851 dated 11 May
2022 of the Russian
Government “On
(vi) Make transactions envisaging payments, dealings with securities involving and (or) in favour of Measures to Implement
Foreign Sanctioned Persons;
Decree No. 252 of the
Russian President
(vii) Export from Russia any products and (or) raw materials manufactured and (or) extracted in Russia dated 3 May 2022”
provided that they are supplied in favour of Foreign Sanctioned Persons and (or) by Foreign
Sanctioned Persons in favour of third parties.
http://publication.pravo.gov.ru/Document
/View/0001202205110017
(v) Make transactions envisaging calls at Russian ports of any vessels owned by Foreign Sanctioned
Persons for their own benefit or on their instructions;
for information purposes only, for a tailored advise consult a lawyer
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INTERCOMPANY LOANS / BANK LOANS
4.
Requirement to obtain consents from the Government Commission / Russian Central Bank for certain dealings with effect from 2 March 2022
4.1.
Categories of intercompany loans / bank loans that require consent of the Government Commission (such consents may contain terms of transactions)
(a)
Disbursement of bank loans and intercompany loans in Russian roubles (unless prohibited by legal
regulations of the Russian Federation) by Residents (i) to Hostile Persons or (ii) Controlled Persons.
clause 1 (a)(2), Decree
No. 81
Foreign currency loans from Residents to Non-Residents.
According to guidance from the Russian
Central Bank dated 2 March 2022 (Item
No. 3), Residents are not limited in the
discharge of their obligations under
clause 3 (a), Decree No. intercompany loans from Non-Residents.
79
https://www.cbr.ru/explan/support_meas
clause 1 (b), Decree No. ures_fin/
81
This comment had been published by the
Russian CB before Decree No. 95
governing the discharge of obligations
under intercompany loans was enacted.
(b)


Guidance of the Central
Bank of Russia dated 2
The prohibition on foreign currency bank loans / intercompany loans is applicable to both new and March 2022 (Item No. 2)
existing loan agreements.
https://www.cbr.ru/expl
an/support_measures_f
in/
Guidance of the Central
Bank of Russia dated 2
Residents may continue to receive foreign currency under loans previously made available to Non- March 2022 (Item No. 2)
Residents.
https://www.cbr.ru/expl
an/support_measures_f
in/
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
18 May 2022
Agreements on amendments to terms of foreign currency loans made available before 1 March 2022 clause 1.3, Guidance
No. 2-OR
may be entered into.
5. Specifics of and exceptions from temporary procedures in relation to dealings (transactions) that require consent from the Government Commission / Russian CB
5.1.
No consent of the Government Commission (Russian CB) is required:
(a)
For Rouble-denominated bank loans and intercompany loans if the Exception is applicable.
clause 12, Decree No.
95
A similar guidance was issued earlier.
See Minutes No. 5 of the Government
Commission’s subcommission meeting
dated
9
March
2022
(https://storage.consultant.ru/ondb/attach
ments/202203/12/Vypiska_LOd.pdf).
(b)
As opposed to guidance on Decree No.
126, the Government Commission
allowed lending by Russian credit
clause 7, Decree No. institutions (without specifying the loan
To Rouble-denominated bank loans and intercompany loans to Residents, including Controlled Persons.
126
currency):
(c)
To foreign currency loans from a Resident to Foreign Persons and Hostile Persons if funds are
transferred outside of Russia to accounts of diplomatic missions, consular offices of Russia, permanent clause 6, Decree No.
missions of Russia at international organisations, other official representative offices of Russia and 126
government authorities, legal entities – Residents outside Russia and their employees.
6.
Corporate regulation
for information purposes only, for a tailored advise consult a lawyer
14

To Controlled Persons (Russian
nationals and Russian legal entities)
engaged in production and business
activities in Russia;

provided that new credit
facilities
are
directed to
production
and
business
activities in Russia.
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18 May 2022
6.1.
Buy-back by PJSCs of their own shares until 31 December 2022
(a)
The list of buy-back conditions prescribed
by Decree No. 79 is broader than that
Federal Law No. 46-FZ contemplated by Federal Laws No. 46
dated 8 March 2022
and No. 55.
PJSCs are allowed to buy back their own shares until 31 December 2022 due to consequences of
Federal Law No. 55-FZ A draft law on amendments to the buysanctions.
dated 14 March 2022
back procedure was introduced to the
State
Duma:
Decree No. 79
https://sozd.duma.gov.ru/bill/996298#bh_histras
6.2.
Limitations related to a bankruptcy moratorium
Article 9.1(3) of the
Bankruptcy Law
(a)
6.3.
Payments for shares and buyback of shares by a debtor, distribution of profits and payment of dividends
Resolution of the
are not permitted while the bankruptcy moratorium is in effect (from 1 April 2022 to 1 October 2022)
Russian Government
No. 497 of 28 March
2022
Other corporate matters
Amendments have been made providing for:
(a)
(i) specifics of holding annual general meetings of shareholders/members (adjustments were made to
the provisions on putting items on the agenda, nominating candidates to the BoD);
Federal Law No. 46-FZ
“On Amendments to
Certain
Legislative
Enactments of the
Russian
Federation”
dated 8 March 2022
(ii) non-applicability of the requirements to reduce the authorised capital of or liquidate a company as a
http://publication.pravo.
result of reduction of net asset value at the end of 2022.
gov.ru/Document/View/
0001202203080001
(b)
The Russian CB did not clarify when
specifics
of
annual
general
shareholders/members meetings of the
Russian CB are not applicable.
https://www.cbr.ru/explan/corporate_rel/#
a_tm7124
The threshold for the exercise of rights to information and right to file a lawsuit at JSC is raised to 5% of Federal Law No. 55-FZ
the company’s voting shares.
dated 14 March 2022
for information purposes only, for a tailored advise consult a lawyer
15
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Egorov Puginsky Afanasiev & Partners Law Offices
18 May 2022
http://publication.pravo.
gov.ru/Document/View/
0001202203140007
6.4.
(a)
(b)
Prohibition on the offering and trading of shares of Russian issuers at foreign stock exchanges
With effect from 27 April 2022, no offering and (or) organisation of trading outside Russia of shares of Article 6 of Federal Law
any Resident issuers by way of offering under a foreign law of any securities of Non-Resident issuers No.
114-FZ
“On
certificating rights to shares of Resident issuers shall be permitted.
Amendment of the
Federal Law “On Joint
With effect from 27 April 2022, in relation to shares of Resident issuers that may no longer be traded Stock Companies” and
outside Russia:
Certain Enactments of
(i) It shall be prohibited to deposit to securities accounts of depositary programmes opened prior to 27 the Russian Federation”
dated 16 April 2022.
April 2022;
(ii) Shares of Resident issuers accounted for on securities accounts of depositary programmes do not http://publication.pravo.
confer any voting rights, are not taken into account in the counting of votes or payment of dividends. gov.ru/Document/View/
0001202204160023
(c)
Resolution No. 672 of
the
Russian
The Russian Government set forth procedures pursuant to which a resolution may be passed to continue
Government dated 16
trading within Russia of shares of Resident issuers that prior to 27 April 2022 were traded by way of
April 2022
offering under a foreign law of securities of Non-Resident issuers certificating rights in relation to Resident
http://publication.pravo.
issuers.
gov.ru/Document/View/
0001202204180036
6.5.
Limitation on accelerated sales of foreign depositary receipts converted into shares
(a)
The Central Bank of Russia ordered professional depositaries to separately account for shares of
Resident issuers obtained as a result of conversion of foreign depositary receipts and limit within one day
transactions to withdraw such securities at the level of 0.2% of their number. Such limitations apply to
both on-exchange and off-exchange transations.
(b)
Prior to 4 May 2022, Resident issuers had
to take steps to terminate their contracts
under which their securities had been
offered prior to 27 April 2022.
Compliance Order of
the Central Bank of
Russia
https://www.cbr.ru/pres
s/pr/?file=27042022_17
Such measures do not apply to cases if foreign depositary receipts were acquired prior to 1 March 2022 4522INFR27042022_1
or if the holder of securities has obtained consent from the Government Commission.
54920.htm
for information purposes only, for a tailored advise consult a lawyer
16
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Egorov Puginsky Afanasiev & Partners Law Offices
18 May 2022
DISCHARGE OF OBLIGATIONS BY RESIDENTS
7.
Payment limits
7.1.
Transactions with limits
(a)
Limits are set by BoD of Russian CB.
(b)
Resolution of the BoD of
From 2 March 2022 through 27 March 2022, prepayments or advance payments by Residents to foreign the CB dated 1 April
natural persons or legal entities (both Foreign Persons and Hostile Persons) are limited to 30% in relation 2022 to set the amount
for specific transactions
to the contracts:
by residents and non(i) stipulating that foreign natural persons and legal entities provide services;
residents
(
http://www.cbr.ru/about
(ii) stipulating that foreign natural persons and legal entities perform work, transfer information, IP,
_br/dir/rsd_2022-04including exclusive rights thereto.
01_01/)
7.2.
clause 1, Decree No.
126
The limits set by the Resolution of the BoD
of CB dated 25 March 2022 were in effect
from 27 March 2022 through 1 April 2022
(inclusive).
https://www.cbr.ru/about_br/dir/rsd_2022
-03-25_1/
Limits do not apply when
Transactions are made:
(a)
(i) by individuals who are not sole traders;
clause 3, Decree No.
126
(ii) Russian credit institutions;
(iii) VEB.RF State-Owned Development Corporation.
Resolution of the BoD of
the CB dated 1 April
(i) stipulating the purchase from foreign natural persons or legal entities and/or provision by them of 2022 to set the amount
services related to the purchase of fuels and lubricants (bunker fuel), food products, inventories and for specific transactions
other products (except for spare parts and equipment) required for operation and maintenance of by residents and nonresidents
(
vehicles;
http://www.cbr.ru/about
(ii) stipulating provision of financial services by foreign natural persons or legal entities to Residents,
_br/dir/rsd_2022-04including under insurance and reinsurance contracts;
01_01/))
Requirements do not apply to contracts:
(b)
for information purposes only, for a tailored advise consult a lawyer
17
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18 May 2022
(iii) stipulating provision by foreign natural persons or legal entities to Residents of services for
international / transit carriage of goods (freight), services for provision of rolling stock (containers)
for such carriage, transportation of empty railcars (containers), freight forwarding and logistic
services as well as payment by Residents of ancillary costs related to the organisation of such
carriage, rates, charges and fees for transportation infrastructure services;
(iv) not exceeding $15,000 (at the exchange rate of the Russian Central Bank as at the date of a contract
/ change of the contract price);
(c)
(v) stipulating provision by foreign natural persons or legal entities to Residents of services in the area
of tourism and travel and related services of housing, accommodation, support, transportation and
Resolution of the BoD of
other ancillary services;
CB dated 15 April 2022
(vi) stipulating provision by Foreign Persons to residents of services to organise and (or) hold or on non-application of
participate in organisation and (or) holding of international exhibitions and fairs and (or) international the 30% advancing
congresses and (or) international business missions and provision to Hostile Persons of such threshold to certain
services in the countries and in the areas that do not commit any hostile acts;
types of contracts
(agreements)
(vii) stipulating provision by foreign natural persons or legal entities to Residents of repair, installation
and disassembly services outside Russia;
https://www.cbr.ru/abou
t_br/dir/rsd_2022-04(viii) stipulating provision by foreign natural persons or legal entities to Residents of services related to
15-12/
the maintenance and operation, including utility maintenance, of systems, equipment, premises,
buildings, structures.
(d)
The Government Commission consent is available.
8.
Discharge of obligations under foreign trade contracts
8.1.
Discharge of obligations under foreign trade contracts with Non-Residents (under which Residents must
sell foreign currency) – possible through payment to the Residents’ account opened in Russia (or without
The regulation was introduced so that the
crediting such accounts if so contemplated by Federal Law No. 173-FZ “On Currency Regulation and clause 1.2, Guidance
obligation to sell foreign currency could be
Control” dated 10 December 2003.
No. 3-OR
discharged.
 Deposit of export earnings to accounts (deposit accounts) opened outside Russia – possible subject
to the Government Commission's consent.
9.
Payments under securities
for information purposes only, for a tailored advise consult a lawyer
clause 9, Decree No.
126
18
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Egorov Puginsky Afanasiev & Partners Law Offices
9.1.
18 May 2022
The resolution of the
BoD of the Russian CB
dated 18 March 2022
Payments under securities shall be made by depositaries pursuant to Article 8.7 of Federal Law No. 39- imposing requirements
to
activities
of
FZ “On Securities Market” dated 22 April 1996.
professional securities
However, payments shall be made to Type C Accounts:
traders engaged in
depositary business as
(i) to Hostile Persons and Controlled Persons (except for those registered in Russia);
regards their payment
(ii) to Foreign Persons and Residents to whom claims under relevant obligations have been assigned of
revenues
and
by Hostile Persons or Controlled Persons (except for those registered in Russia).
payments
under
securities
The other creditors – payments shall be made to their bank accounts.
https://www.cbr.ru/abou
t_br/dir/rsd_2022-0318_03/
10.
Discharge by the Russian Federation, constituent entities of the Russian Federation, municipalities of the Russian Federation and Residents of their obligations
under bank loans, intercompany loans and financial instruments
10.1. Obligations subject to temporary discharge procedures
The temporary discharge procedures apply to the discharge by the Russian Federation, constituent
entities of the Russian Federation, municipalities of the Russian Federation and Residents of their
clause 1, Decree No. 95
obligations under:
(a)
clause 1.9, Guidance
No. 2-OR (re: derivative
financial instruments)
(i) intercompany loans,
(ii) bank loans,
(iii) financial instruments (including derivative financial instruments),
exceeding RUB 10 million per month (or its equivalent in foreign currency at the exchange rate of the
Central Bank of Russia at the 1st day of each month).
(b)
The temporary discharge procedures apply to the discharge by the Russian Federation, constituent
entities of the Russian Federation, municipalities of the Russian Federation and Residents of their
obligations:
(i) to creditors – Hostile Persons or Controlled Persons (except for those registered in Russia).
for information purposes only, for a tailored advise consult a lawyer
19
clause 1, Decree No. 95
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18 May 2022
(ii) to Residents or Foreign Persons if the right of claim under such obligations was assigned to them clause 8, Decree No. 95
by Hostile Persons or Controlled Persons (except for those registered in Russia) after 1 March 2022
(another date agreed by the Board of Directors of the Central Bank of Russia);
(iii) to obligations of Russian legal entities in connection with the issue by foreign organisations of foreign
clause 9, Decree No. 95
equity securities (Eurobonds or depositary receipts);
Resolution of the Board
of Directors of the
(iv) to the obligations owed by sanctioned credit institutions to Residents or Foreign Persons if the right Russian Central Bank
of claim under such obligations was assigned to them by Hostile Persons or Controlled Persons dated 8 March 2022
(except for those registered in Russia) after the first day of imposition of sanctions on such a credit
https://www.cbr.ru/abou
institution (at least by one of the hostile countries).
t_br/dir/rsd_2022-0308_1/
(v) to the obligations to pay profits of limited liability companies, business partnerships, production
cooperatives – Residents owed to their members – by Hostile Persons or Controlled Persons;
clause 1, Decree No.
254
(vi) to the obligations arising from suretyships or independent guarantees (counter-guarantees) issued
to secure intercompany loans, bank loans, financial instruments exceeding RUB 10 mln a month,
clause 6, Decree No.
which are subject to procedures contemplated by Decree No. 95 if beneficiaries under such
254
guarantees (counter-guarantees) or creditors under underlying obligations secured by a suretyship
are Hostile Persons or Controlled Persons.
10.2. Temporary procedures for the discharge of obligations under bank loans, intercompany loans and financial instruments
The obligations shall be deemed duly discharged if:
(a)
(i) the obligations owed to Foreign Persons (other than Controlled Persons) are discharged in Russian
roubles in an amount equivalent to the price of obligations in foreign currency at the official exchange clause 6, Decree No. 95
rate of the Central Bank of Russia at the date of payment;
(ii) the obligations are discharged to Residents, of which the securities are kept at securities accounts
in Russian depositaries, by the debtor transferring the funds to the creditor’s account in Russian
clause 6, Decree No. 95
roubles in an amount equivalent to the price of obligations in foreign currency at the official exchange
rate of the Central Bank of Russia at the date of payment;
for information purposes only, for a tailored advise consult a lawyer
20
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18 May 2022
(iii) the obligations are discharged to a foreign nominal holder by the debtor transferring the funds to a
type C account of the foreign nominal holder opened in a Russian depositary in Russian roubles in
an amount equivalent to the price of obligations in foreign currency at the official exchange rate of
the Central Bank of Russia at the date of payment, to further transfer to the securities holders being
clause 6, Decree No. 95
Hostile Persons or Controlled Persons (except for those registered in Russia) these funds in an
amount payable under the terms of issue of securities less the amount of payments made to the
securities holders being the persons for which the procedure of discharging obligations is set out in
paras (i) and (ii) above;
(iv) the obligations are discharged in the manner prescribed by the Central Bank of Russia or the Ministry
of Finance or non-applicability of the special procedure of discharge of obligations is agreed with (i)
clause 6, Decree No. 95
the Central Bank of Russia for credit and non-credit financial institutions or (ii) the Ministry of Finance
for other debtors;
(v) Temporary discharge of obligations under bank loans, intercompany loans and financial instruments
(pursuant to Decree No. 95):


may not be seen as improper or constitute a default;
clause 1.9, Guidance
treatment by Hostile Persons and Controlled Persons (except for those registered in Russia) of No. 3-OR
the discharge by Russian debtors of their obligations pursuant to Decree No. 95 as an event of
default may not be seen by Russian creditors as a basis to invoke the cross-default condition
for the other obligations of such a Russian debtor.
(vi) Once consent of the Central Bank/Ministry of Finance is obtained pursuant to Decree No. 95, Russia,
Russia’s constituent entities, municipalities and Residents may terminate (fully or in part) their
obligations owed to creditors – Hostile Persons or Controlled Persons (except for those registered clause 6, Decree No.
in Russia) by depositing to a Type C Account of securities that may be used to terminate such 254
obligations. Furthermore, the creditor’s consent is not required if the value of an obligation is
equivalent to the value of securities deposited to a Type C Account.
(b)
Creditors being Residents and creditors being Foreign Persons can receive funds under the existing debt
Guidance of the Central
obligations of Residents within the timeframes specified in the debt obligation in Russian roubles in an
Bank of Russia dated 6
amount of their Russian rouble equivalent at the exchange rate at the time of payment and, if special
March 2022
consent is in place, in the debt currency.
https://www.cbr.ru/pres
No restrictions on the use of Russian roubles received by the creditors, including in respect of forex
s/event/?id=12736
transactions, are contemplated.
(c)
The temporary procedures for the discharge of obligations do not apply:
for information purposes only, for a tailored advise consult a lawyer
21
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Egorov Puginsky Afanasiev & Partners Law Offices
18 May 2022
clause 12, Decree No.
95
clause 8, Decree No.
126
(i) If the Exception is applicable;
clause 4, Decree No.
254
According to the information posted on
the Ministry of Finance’s website,
consents to payments under euro bonds
clauses 10 and 11, as contemplated by issue documentation
are
no
longer
given
(ii) Unless other procedures are introduced by the Russian Central Bank / Ministry of Finance or consent Decree No. 95
(https://minfin.gov.ru/ru/pressis given by the Russian Central Bank / Ministry of Finance.
clause 1.9, Guidance center/?id_4=37865No. 2-OR
vydachu_razreshenii_na_vyplaty_po_yev
roobligatsiyam_rekomendovano_prekratit
_yesli_oni_ne_budut_dokhodit_do_rossii
skikh_obligatsionerov)
11.
Type C Accounts
11.1. Opening of Type C Accounts
(a)
For the purposes of discharge of obligations under bank loans and intercompany loans or financial
instruments to the creditors being Hostile Persons or Controlled Persons (except for those registered in clause 3, Decree No. 95
the Russian Federation), type C accounts shall be opened.
The following Type C Accounts may be opened:
(i) Type C bank account;
(b)
(ii) Type C securities account and securities sub-account;
Resolution on Type C
Accounts
(iii) Type C brokerage account;
(iv) Type C special brokerage account;
(v) Type C clearing bank account;
for information purposes only, for a tailored advise consult a lawyer
22
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18 May 2022
(vi) Type C trading account.
(c)
A Type C account shall be opened in the name of a Hostile Person or a Controlled Person (except for
those registered in the Russian Federation) or a foreign nominal holder upon application of a debtor at clause 3, Decree No. 95
(i) a Russian credit institution or (ii) central depositary (for discharge of issue-related obligations).
(d)
Securities accounts of Hostile Persons, Foreign Persons, Controlled Persons (foreign nominal holders)
opened prior to 5 March 2022 shall fall within type C accounts.
(e)
clause 1.8, Guidance
No. 2-OR
clause 4, Decree No. 95
Accounts are opened for all Non-Residents served and accepted by a Russian depositary except for
clause 2, Resolution on
Non-Residents which are international companies and international funds registered pursuant to Federal
type C accounts
Law No. 290-FZ “On International Companies and Funds” dated 3 August 2018.
As accounts are opened:
(i) credit institutions are not required to obtain consent from a Hostile Person or a Controlled Person;
(ii) a Hostile Person or a Controlled Person are not required to provide a credit institution with the
documents contemplated by Instruction No. 153-I of the Bank of Russia dated 30 May 2014 (after 1
April 2022 – Instruction No. 204-I) or ensure personal appearance of a foreign creditor’s
clause 1.6, Guidance
representative;
No. 2-OR
(iii) a credit institution shall identify new clients pursuant to the money laundering legislation within 30
days after a type C account is opened for a Hostile Person or a Controlled Person;
(f)
(iv) a credit institution shall conduct such identification pursuant to the money laundering legislation in
full if a Hostile Person or a Controlled Person seeks to use the funds deposited in a type C account
opened in its name.
11.2. Regime of Type C Accounts
(a)
The Type C Account regime shall be established by a resolution of the Board of Directors of the Central clause 5, Decree No. 95
Bank of Russia.
(b)
A Type C Account shall be maintained in Russian roubles.
for information purposes only, for a tailored advise consult a lawyer
clause 5, Decree No. 95
23
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(c)
18 May 2022
A creditor may file an application for use of the funds in a Type C Account in the manner determined by
the Central Bank of Russia (for credit institutions and non-credit financial institutions) or the Ministry of clause 7, Decree No. 95
Finance (for other debtors).
A type C bank account may be debited for, among other things:
(i) Mandatory payments pursuant to the Russian budget legislation;
(d)
(ii) Transfers to business accounts of non-residents in the Russian currency contemplated by an
authorisation;
Resolution on Type C
Accounts
(iii) Transfers in other transactions contemplated by an authorisation;
(iv) Transfers to type C bank accounts;
(v) Transfers to a resident to pay a break fee (fine, penalty) in the dealings (transactions) listed in Decree
No. 95.
Securities are withdrawn from a type C securities account or securities sub-account inter alia:
(i) To be deposited to another type C securities account or securities sub-account opened at the same
depositary;
(ii) To be deposited to another type C securities account or securities sub-account opened at another
depositary;
(e)
(iii) Due to their cancellation;
(iv) Due to corporate actions;
Resolution on Type C
Accounts
(v) Due to their transfer to a securities account of another type (customer account) in the event enforced
recovery of such securities;
(vi) to be deposited pursuant to an issued authorisation to securities accounts of another type (customer
accounts) or accounts opened at a foreign organisation that registers titles to securities.
(f)
The regime of other Type C Accounts is determined by the BoD of the Russian CB.
for information purposes only, for a tailored advise consult a lawyer
24
Resolution on Type C
Accounts
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Egorov Puginsky Afanasiev & Partners Law Offices
18 May 2022
PART 2 – SALE OF FOREIGN CURRENCIES / TRANSFERS BETWEEN ACCOUNTS
Sanction
Regulation
Comments
SALE OF FOREIGN CURRENCIES / TRANSFERS BETWEEN ACCOUNTS
12.
Residents are required to sell foreign currency
12.1.
Currency subject to sale
80% of the foreign currency received by Residents from the sale of goods, services or IP under contracts
with Non-Residents must be sold.

Any foreign currency, including the one placed in a deposit, shall be subject to sale.

A market exchange rate shall be applied.

Foreign currency may be sold in parts (but within 3 business days applicable to the sale).

(a)
clauses 1 and 2,
Decree No. 79
Banks as currency control agents provide
information to the Russian CB regarding
violations by Residents of foreign
currency sale requirements (see clause
1.7 of Guidance No. 3-OR).
https://www.cbr.ru/expl
A Resident shall calculate the 80% threshold on its own from the balance of foreign currency from
an/support_measures_f
its export business in the Resident’s accounts (including in transit accounts) as of 28 February in/
2022. The information showing the balance of export revenues shall be submitted to the authorised
bank.

The sale requirement is also applicable to residents of the special economic zone in Kaliningrad
Region.

Foreign currency must be sold irrespective of whether a foreign trade contract is registered
pursuant to Instruction No. 181-I of the Russian Central Bank dated 16 August 2017.

The foreign currency obtained under the contracts for which the repatriation requirement has been clause 1.3, Guidance
No. 3-OR
abolished since 1 July 2021 is subject to sale.

The revenues from export activities under contracts between a Resident and a Non-Resident and
clause 1.4, Guidance
stipulating the sale and purchase of goods include only the revenues received from a Non-Resident
No. 3-OR
under foreign trade contracts providing for the export of goods from Russia.
for information purposes only, for a tailored advise consult a lawyer
25
clause 1.1, Guidance
No. 3-OR
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Egorov Puginsky Afanasiev & Partners Law Offices
18 May 2022

The requirement to sell foreign currencies also applies to Residents being sole traders and privately clause 1.5, Guidance
No. 3-OR
practising individuals.

Any method of foreign currency sale may be chosen (at the Resident’s bank; through on-exchange clause 1.6, Guidance
No. 3-OR
trading, at another authorised bank).

The amount of a foreign currency to be sold may be reduced by the amount of expenses and other
payments related to the performance of foreign trade contracts (payment for shipment, insurance
clause 1.2, Guidance
and forwarding of cargo, international telecommunications services, services to purchase goods
No. 4-OR
required to ensure operation, maintenance and repair of motor vehicles, pay customs duties and
charges).
(b)
The sale of foreign currencies in any other amount (i.e. not 80%) is subject to the Government clause 9, Decree No.
Commission’s consent.
126
12.2.
Time limits for the sale of foreign currency
clause 2, Decree No.
79
(a)
Any foreign currency received starting from 28 February 2022 must be sold within 60 business days of https://www.cbr.ru/pres
the date when such foreign currency is credited to transit foreign currency accounts at authorised banks. s/event/?id=12849
http://cbr.ru/press/event
/?id=12830
The Central Bank of Russia extended the
time for sale.
clause 4, Decree No.
126
(b)
Another time for sale is subject to consent of the Russian CB.
12.3.
Exceptions from the obligation to sell foreign currency
(a)
The requirement to sell foreign currency does not apply to the entities executing projects to produce
clause 6, Decree No.
liquefied natural gas in the Arctic Zone of the Russian Federation if such a currency is earned from the
126
execution of relevant projects.
(b)
Residents involved in foreign trade are allowed not to sell foreign currencies (“sell 0%”) until 1
September 2022 subject to concurrent compliance with the following conditions:
for information purposes only, for a tailored advise consult a lawyer
Decree No. 79 provided for 3 days to sell
foreign currencies.
26
Minutes No. 39 of the
Government
Commission’s
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(i) a resident is concurrently a party to an export and an import contracts entered into with the same
or with different Non-Residents;
(ii) the Resident’s export contract under which a foreign currency has been received and the
Resident’s import contract under which the foreign currency received under the export contract is
expected to be sent are accounted for by the same authorised bank and (or) calculations under the
Resident’s export and import contracts are made through accounts opened at the same authorised
bank;
(iii) a foreign currency is debited in favour of a Non-Resident under an import contract from the
Resident’s transit foreign currency account to which the foreign currency has been earlier credited
under the export contract in the amount of upcoming payments to discharge obligations under the
import contract.
13.
Transfers between accounts
13.1.
No foreign currency transfers to accounts outside the Russian Federation
(a)
subcommission
meeting dated 26 April
2022
https://minfin.gov.ru/ru/
permission/7981/?id_65=136113vypiska_iz_protokola_z
asedaniya_podkomissii
_pravitelstvennoi_komi
ssii_po_kontrolyu_za_o
sushchestvleniem_inos
trannykh_investitsii_v_r
ossiiskoi_federatsii_ot_
26_aprely
Pursuant to clause 1.1 of Guidance 4-OR,
there are no limitations on the crediting of
roubles to one’s own accounts opened at
foreign banks. A Resident is also entitled
to subsequently convert such roubles into
Residents are not allowed to transfer foreign currency to their accounts outside the Russian Federation clause 3(b), Decree No. a foreign currency and credit to its account
(money transfers without opening a bank account with the use of foreign payment methods).
79
at a foreign bank or transfer to another
person’s account at a foreign bank.
(Also
https://www.cbr.ru/faq/w_fin_sector/#a_t
m7184 (item No. 41)).
(b)
The prohibition for Residents to transfer foreign currency to their accounts outside the Russian
Federation (make similar payments without opening a bank account) does not apply:
for information purposes only, for a tailored advise consult a lawyer
27
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18 May 2022
https://www.cbr.ru/expl
an/support_measures_f
in/
(i) to Russian credit institutions;
(ii) if funds are transferred outside of Russia to accounts of diplomatic missions, consular offices of
Russia, permanent missions of Russia at international organisations, other official representative clause 6, Decree No.
offices of Russia and government authorities, legal entities – Residents outside Russia and their 126
employees;
(iii) It is allowed to transfer to individuals’ accounts at foreign banks the foreign currency received from
Non-Residents as salary, rent, coupons and dividends from securities and other interest payments;
A similar view is found in the resolution of
the
Government
Commission's
subcommission dated 10 March 2022 as
regarding financing of branches and
representative offices outside Russia. As
opposed to Decree No. 126, the
subcommission’s resolution clarifies that
the transfer amount must not exceed the
amount of financing for the previous year.
https://minfin.gov.ru/ru/presscenter/?id_4=37806rezidenty_smogut_zachislyat_valyutu_na
_svoi_scheta_v_inostrannykh_bankakh_
dlya_finansirovaniya_tekushchei_dyeyat
elnosti
Minutes of the
Government
Commission’s
subcommission
meeting dated 10
March 2022
https://minfin.gov.ru/ru/
(iv) Russian citizens will be able to transfer funds in a foreign currency from their foreign accounts
pressopened at foreign banks prior to 1 March 2022 to their other foreign accounts disclosed to Russian
center/?id_4=37806tax authorities.
rezidenty_smogut_zach
islyat_valyutu_na_svoi_
scheta_v_inostrannykh
_bankakh_dlya_finansir
ovaniya_tekushchei_dy
eyatelnosti
for information purposes only, for a tailored advise consult a lawyer
28
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The BoD of the Russian CB determines the maximum amounts of the following transactions:
(a) Money transfers from accounts opened in Russia:
(c)

from Hostile Persons (legal entities) to Foreign Persons (legal entities);

from Foreign Persons (legal entities) to accounts opened in Hostile States.
clauses 1 and 9,
Decree No. 126
(b) Transfers (without opening accounts) of money, including e-money:

from Hostile Persons (legal entities) to Foreign Persons (legal entities);

from Foreign Persons (legal entities) to banks and other organisations of the financial market
located in Hostile States.
The transactions listed above may be made in excess of the limits set by the BoD of the Russian CB
subject to the Government Commission's consent.
13.2.
Transfers between accounts
No transfers (with effect from 31 March 2022 for 6 months):
(a)
(i) It is prohibited to make transfers from Russia from accounts of Hostile Persons (both natural
persons and legal entities) to accounts opened outside Russia (and money transfers without
opening bank accounts) and money transfers without opening bank accounts, including electronic
funds abroad;
Compliance Order No.
03-12-4/2559 of the
Central Bank of Russia
dated 31 March 2022
Previously, the Compliance Order of the
Central Bank of Russia dated 1 March
2022 (text not published) was in effect in
relation to the period from 1 March 2022
to 31 March 2022 (inclusive).
https://www.forbes.ru/finansy/457719-cbzapretil-grazdanam-ob-avivsih-sankciistran-vyvodit-den-gi-iz-rossii
(ii) Transfers from Russia from accounts of non-resident natural persons (other than Foreign Persons)
without opening an account abroad are limited to $5,000 (per month).
On 5 May 2022 the Minutes of the
Government
Commission’s
(i) Transfers are permitted from Russia from accounts of Hostile Persons (individuals) employed in
subcommission meeting dated 6 April
Russia and receiving salaries to their accounts in Russia:
2022 were published pursuant to which
Residents - natural persons are allowed to
 to accounts abroad or transfers without opening an account in roubles or a foreign currency in
Guidance
of
the
Central
transfer foreign currencies to their foreign
the amount of salaries or fees for work and services and transfer such funds abroad without
Bank of Russia dated accounts from 6 March 2022 (
opening an account.
16 May 2022
https://minfin.gov.ru/ru/permission/79(ii) Transfers from Russia from accounts of Foreign Persons (individuals):
81/?id_65=136117Limitation on money transfers (until 30 September 2022):
(b)
for information purposes only, for a tailored advise consult a lawyer
Compliance Order No.
03-12-4/2559 of the
Central Bank of Russia
dated 31 March 2022
29
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
from accounts in Russia to accounts outside Russia – limited to $50,000 (or its equivalent in
another currency) per month;

transfers without opening bank accounts from Russia – limited to $5,000 (or its equivalent in
another currency) per month,
https://www.cbr.ru/pres
s/event/?id=12878
and if such Foreign Persons are engaged under employment contracts or independent contractor
agreements, they are allowed to make transfers:

vypiska_iz_protokola_zasedaniya_podko
missii_pravitelstvennoi_komissii_po_kont
rolyu_za_osushchestvleniem_inostranny
kh_investitsii_v_rossiiskoi_federatsii_ot_
6_aprelya).
Nonetheless, these minutes do not lift the
restrictions imposed earlier in relation to
types of received foreign currencies and
maximum limitations on amounts.
to accounts abroad or transfers without opening an account in roubles or a foreign currency in
the amount of salaries or fees for work and services and transfer such funds abroad without
opening an account.
(iii) Transfers from Russia from accounts of Residents (individuals):

to their own accounts or accounts of other individuals (both Residents and Non-Residents)
outside Russia – limited to $50,000 (or its equivalent in another currency) per month;

transfers to individuals (both Residents and Non-Residents) without opening bank accounts
from Russia – limited to $5,000 (or its equivalent in another currency) per month.
The limitations on transfers to accounts do not apply to:
(c)
(i) Replenishment by Russian credit institutions of their correspondent accounts at foreign banks;
(ii) Payments following clearance of transactions carried out through national payment instruments by
Russian credit institutions using correspondent accounts at foreign banks and opened by foreign
banks at Russian credit institutions.
14.
Purchase of foreign currencies
14.1.
Limitations on currency purchases
(a)
Prohibition for Hostile Persons (legal entities) to purchase foreign currencies in the Russian domestic
market.
for information purposes only, for a tailored advise consult a lawyer
30
clause 1.4, Guidance
No. 2-OR
Resolution of the BoD
of the CB dated 1 April
2022 to set the amount
for specific transactions
by residents and nonresidents
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Egorov Puginsky Afanasiev & Partners Law Offices
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https://www.cbr.ru/abou
t_br/dir/rsd_2022-0401_01/
(b)
The BoD of the Russian CB sets limits on the purchase of foreign currency in Russia by legal entities –
Foreign Persons or Hostile Persons.

The purchase of any foreign currency in excess of the limits set by the BoD of the Russian CB is
subject to consent of the Government Commission.
clauses 1 and 9,
Decree No. 126
15.
Foreign cash
15.1.
No export of foreign cash
(a)
Starting from 2 March 2022, it is prohibited to export foreign cash and/or cash instruments in foreign
clause 1 (f), Decree No.
currency in any amount exceeding the equivalent of $10,000 (at the exchange rate of the Central Bank
81
of Russia at the date of export).
15.2.
Withdrawal of foreign cash
Procedures of withdrawal of cash from foreign currency deposits or accounts by individuals from 11
April 2022 to 9 September 2022:
(a)
(i) The cash withdrawal is limited to $10,000 or its equivalent in euro (from accounts opened before 9 Guidance of the Central
March 2022), the remaining funds can be withdrawn in Russian roubles at the market exchange Bank of Russia dated 9
March 2022
rate on the day of withdrawal.
https://www.cbr.ru/pres
(ii) During the above period, all foreign currencies can be withdrawn in US dollars or in euro regardless
s/event/?id=12738
of the account currency. Other foreign currencies shall be converted at the exchange rate of the
bank but the amount to be disbursed must not be less that the amount calculated based on the Guidance of the Central
Bank of Russia dated 8
official CB exchange rate as of the date of disbursement.
April 2022
(iii) As for new foreign currency accounts, foreign currency can be withdrawn in Russian roubles at the
http://cbr.ru/press/event
market exchange rate on the day of withdrawal.
/?id=12801
(iv) With effect from 18 April 2022, banks are again allowed to sell foreign cash received by the bank’s
cashier desks after 9 April 2022 to individuals.
No fee shall be charged on withdrawals of
foreign cash by individuals until 9
September 2022 (Resolution of the BoD
of the Russian CB dated 11 March 2022).
See
https://www.cbr.ru/about_br/dir/rsd_2022
-03-11_1/
(v) Foreign currency can be exchanged into Russian roubles at any time and in any amount.
for information purposes only, for a tailored advise consult a lawyer
31
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Withdrawal of foreign cash for businesses until 9 September 2022
(i) Russian legal entities or sole traders may withdraw up to $5,000 in cash or an equivalent of this
amount in euro, British pounds or Japanese yens to pay or compensate the travel allowance of
employees traveling abroad;
(b)
(ii) Where an amount in excess of $5,000 needs to be withdrawn, consent of the Russian CB will be
required.
(iii) Foreign cash may only be received from bank’s cash desks.
(iv) Foreign companies and non-resident businessmen cannot withdraw any foreign currency until 9
September 2022.
Compliance Order of
the Central Bank of
Russia dated 10 March
2022
https://www.rbc.ru/finan
ces/10/03/2022/6229db
7d9a79475d03ee02bc
The compliance order is not publicly
available.
Also see guidance of the Russian Central
Bank:
https://www.cbr.ru/faq/w_fin_sector/
(v) The limit of $5,000 is set for the entire period of restriction.
for information purposes only, for a tailored advise consult a lawyer
32
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KEY TERMINOLOGY
Foreign
Persons
Natural persons and legal entities of foreign countries, which are not Hostile Persons.
Foreign
Sanctioned
Persons
Persons listed in Resolution No. 851 of the Russian Government dated 11 May 2022 which are subject to special economic measures pursuant to Decree
No. 252.
Exception
1. Some of the requirements of such counter sanctions do not apply to persons if they concurrently meet the following
requirements (clause 12, Decree No. 95):

they are under Control of Russian legal or natural persons (the Russian Federation, Russian legal or natural persons are the ultimate beneficial owners),
including if such Control is exercised through Hostile Persons; and

Control over them is disclosed to Russian tax authorities,
2. and the following persons (clause 4, Decree No. 254):

Controlled by Foreign Persons provided that such control was established prior to 1 March 2022;

controlled by a foreign state that is not a Hostile State provided that such control was established prior to 1 March 2022.
Control
Interpreted pursuant to Article 5 of Federal Law No. 57-FZ dated 29 April 2008 (clause 3 of the rules approved by Resolution No. 295, clause 1.1 of
Guidance No. 2-OR).
Hostile States
The
list
is
approved
by
Directive
No.
430-r
of
the
Russian
(http://publication.pravo.gov.ru/Document/View/0001202203070001?index=0&rangeSize=1):
Government
dated
5
March
2022
Australia, Albania Andorra, United Kingdom (including Jersey and Anguilla, British Virgin Islands, Gibraltar), EU (Austria, Belgium, Bulgaria, United
Kingdom, Hungary, Germany, Greece, Denmark, Ireland, Spain, Italy, Cyprus, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal,
Romania, Slovakia, Slovenia, Finland, France, Croatia, Czech Republic, Switzerland and Estonia), Iceland, Canada, Liechtenstein, Micronesia, Monaco,
New Zealand, Norway, Republic of Korea, San Marino, North Macedonia, Singapore, United States of America, Taiwan (China), Ukraine, Montenegro,
Switzerland, Japan.
Comment: The Bahamas joined the sanctions against Russia – it may be placed on the list of hostile countries (see
https://www.reuters.com/world/americas/bahamas-orders-halt-financial-operations-with-sanctioned-russian-entities-2022-03-13/).
Non-Resident


natural persons who are not residents of Russia;
legal entities incorporated pursuant to the laws of foreign states and having their principal place of business outside Russia;
for information purposes only, for a tailored advise consult a lawyer
33
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 foreign legal entities registered pursuant to the Federal Law “On International Companies”;
 other persons in accordance with currency control laws.
Comment: This term is not interpreted in the counter sanctions acts. We believe that this term is to be interpreted by analogy with “Resident” i.e. according
to foreign exchange regulations.
Hostile Persons
Persons connected with Hostile States, including if such persons have the citizenship of these countries, or these countries are their place of registration,
primary place of doing business or deriving profit.
For the purposes of Decrees No. 81 dated 1 March 2022 and No. 95 dated 5 March 2022 of the Russian President, Hostile Persons do not include the
persons eligible for the Exception (see clause 12 of Decree No. 95 and clause 8 of Decree No. 126).
Resident

natural persons who are citizens of the Russian Federation;

legal entities incorporated under the laws of the Russian Federation;

other persons in accordance with currency control laws.
Comment:

“Resident” shall be interpreted in accordance with Federal Law No. 173-FZ “On Currency Regulation” (we note that international companies are not
deemed residents under the above Federal Law) (clause 3 of the rules approved by Resolution No. 295).

A Russian resident who has a second citizenship is regarded only as a Russian resident for the purposes of Decrees of the Russian President No. 79
dated 28 February 2022, No. 81 dated 1 March 2022 and No. 95 dated 5 March 2022 (clause 1.10, Guidance No. 2-OR).
Controlled Persons Persons who are under the Control of Hostile Persons regardless of their place of registration or primary pace of doing business.
Resolution No. 295
Resolution No. 295 of the Russian Government dated 6 March 2022 “On Approval of the Rules of Issuance by the Government Commission for Control
over Foreign Investments in the Russian Federation of Permits for Residents to Carry out (Effect) Dealings (Transactions) with Foreign Persons to
Implement Additional Interim Economic Measures to Ensure Financial Stability of the Russian Federation and Amendment of the Regulation on the
Government
Commission
for
Control
over
Foreign
Investments
in
the
Russian
Federation”
(http://publication.pravo.gov.ru/Document/View/0001202203070002).
Government
Commission
Government Commission for Control over Foreign Investment in the Russian Federation.
Guidance No. 2-OR
Official Guidance from the Bank of Russia No. 2-OR dated 18 March 2022 “On Application of Certain Provisions of Decree No. 79 of the Russian President
dated 28 February 2022 “On Application of Special Economic Measures in Connection with Hostile Actions of the United States of America and their Allied
Foreign Countries and International Organisations”, Decree No. 81 of the Russian President dated 1 March 2022 “On Additional Interim Economic Measures
to Ensure Financial Stability of the Russian Federation” and Decree No. 95 of the Russian President dated 5 March 2022 “On Temporary Procedures to
Discharge Obligations Owed to Certain Foreign Creditors” (https://www.cbr.ru/Crosscut/LawActs/File/5831).
for information purposes only, for a tailored advise consult a lawyer
34
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Guidance No. 3-OR
Official Guidance from the Bank of Russia No. 3-OR dated 4 April 2022 “On Application of Certain Provisions of Decree No. 79 of the Russian President
dated 28 February 2022 “On Application of Special Economic Measures in Connection with Hostile Actions of the United States of America and their Allied
Foreign Countries and International Organisations” and Decree No. 95 of the Russian President dated 5 March 2022 “On Temporary Procedures to
Discharge Obligations Owed to Certain Foreign Creditors” (https://www.cbr.ru/Crosscut/LawActs/File/5856).
Guidance No. 4-OR
Official Guidance from the Bank of Russia No. 4-OR dated 4 April 2022 “On Application of Certain Provisions of Decree No. 79 of the Russian President
dated 28 February 2022 “On Application of Special Economic Measures in Connection with Hostile Actions of the United States of America and Their Allied
Foreign Countries and International Organisations” (https://www.cbr.ru/Crosscut/LawActs/File/5867)
Resolution on
Type C Accounts
Resolution of the Board of Directors of the Bank of Russia dated 18 March 2022 “On the Regime of Type C Accounts for Payments and Dealings
(Transactions) to Discharge the Obligations Specified in Decree No. 95 of the Russian President dated 5 March 2022 “On Temporary Procedures to
Discharge Obligations Owed to Certain Foreign Creditors” (https://www.cbr.ru/about_br/dir/rsd_2022-03-18_04/)
Decree No. 79
Decree No. 79 of the Russian President dated 28 February 2022 “On Application of Special Economic Measures in Connection with Hostile Actions of the
United
States
of
America
and
their
Allied
Foreign
Countries
and
International
Organisations”
(http://publication.pravo.gov.ru/Document/View/0001202202280049).
Decree No. 81
Decree No. 81 of the Russian President dated 1 March 2022 “On Additional Interim Economic Measures to Ensure Financial Stability of the Russian
Federation” (http://publication.pravo.gov.ru/Document/View/0001202203010083).
Decree No. 95
Decree No. 95 of the Russian President dated 5 March 2022 “On Temporary Procedures to Discharge Obligations Owed to Certain Foreign Creditors”
(http://publication.pravo.gov.ru/Document/View/0001202203050062)
Decree No. 126
Decree No. 126 of the Russian President dated 1 March 2022 “On Additional Interim Economic Measures to Ensure Financial Stability of the Russian
Federation” (http://publication.pravo.gov.ru/Document/View/0001202203180017).
Decree No. 172
Decree No. 172 of the Russian President “On Special Procedures of Discharge by Foreign Buyers of Their Obligations to Russian Suppliers of Natural
Gas” dated 31 March 2022 (http://publication.pravo.gov.ru/Document/View/0001202203310012)
Decree No.252
Decree No. 252 of the Russian President “On Application of Special Economic Measures in Connection with Hostile Actions of the United States of America
and Their Allied Foreign Countries and International Organisations” dated 3 May 2022 (http://publication.pravo.gov.ru/Document/View/0001202205030001)
Decree No. 254
Decree No. 254 of the Russian President “On Temporary Procedures to Discharge Financial Obligations in the Area of Corporate Relations Owed to Certain
Foreign Creditors” dated 4 May 2022 (http://publication.pravo.gov.ru/Document/View/0001202205040017)
for information purposes only, for a tailored advise consult a lawyer
35
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