New Official Clarifications of the Ministry of Finance of the Russian Federation on the application of Decree No. 618 – Decree No. 618 does not apply to certain transactions (operations).
On 1 July 2026, under the authority granted by Clause 7 of Decree No. 618 of the President of the Russian Federation dated 8 September 2022 "On the Special Procedure for the Performance (Execution) of Certain Types of Transactions (Operations) Between Certain Parties" (hereinafter "Decree No. 618"), the Ministry of Finance of the Russian Federation issued Official Clarifications No. 51 on the application of Decree No. 618 (hereinafter the "Clarifications").
According to the Clarifications, the procedure established by Decree No. 618 for the performance (execution) of transactions (operations) does not apply in the following cases:
The General Meeting of Participants of a Limited Liability Company (hereinafter "OOO") adopts decisions to introduce amendments to the OOO's charter concerning the formation of the OOO's bodies, the determination of or changes to their competence, and/or the termination of the authorities of the OOO's bodies.
According to the Clarifications, the establishment of, amendments to or termination of rights, which make it possible to determine the terms and conditions of the management of the OOO and/or the operations of the OOO, which are the result of the adoption of such decisions, do not require the permit of the sub-commission of the Government Commission for Control of Foreign Investments in the Russian Federation (hereinafter the "Government Commission").
The size of the participation interest of a participant of the OOO in the OOO's charter capital is changed through the cancellation of the undistributed or unsold participation interest in the charter capital or a portion thereof belonging to the OOO within the timeframe established by the law, and the OOO's charter capital is reduced by the par value of this participation interest or a portion thereof.
This concerns the participation interest or a portion thereof in the OOO's charter capital acquired by the OOO itself in accordance with Article 24 of Federal Law No. 14-FZ dated 8 February 1998 "On Limited Liability Companies" (hereinafter the "LLC Law"). Pursuant to Article 24(2) of the LLC Law, the participation interest or a portion thereof acquired by the OOO in its own charter capital must either be distributed among all OOO participants pro rata to their participation interests in the OOO's charter capital or offered for purchase to all or some of the OOO's participants or, if this is not prohibited by the OOO's charter, to third parties within one year of the date when the participation interest or a portion thereof was transferred to the OOO.
If this is not done by the statutory deadline, then based on Article 24(5) of the LLC Law the undistributed or unsold participation interest or a portion thereof in the OOO's charter capital must be cancelled, and the amount of the OOO's charter capital must be reduced by the par value of this participation interest or a portion thereof.
Therefore, according to the Clarifications, the cancellation of a undistributed or unsold participation interest or a portion thereof in the OOO's charter capital and the corresponding reduction of the OOO's charter capital does not require the permit of the Government Commission.
At the same time, the transaction (operation) where the OOO acquires the participation interest or a portion thereof in its own charter capital may require the permit of the Government Commission if it meets the criteria established by Decree No. 618.
1 Letter No. 05-06-13RМ/56768 of the Ministry of Finance of the Russian Federation dated 1 July 2026.
