For foreign buyers — increasingly from China, the UAE, Türkiye and India — acquiring a Russian business means clearing the Government Commission, a mandatory discount and an exit contribution before closing. We advise on the buy side end to end: feasibility, due diligence, structuring, approval and keeping the target operational afterwards.
Deals involving a seller from an “unfriendly” jurisdiction need Sub-Commission approval; transactions above ₽50bn also require presidential consent.
Assets from “unfriendly” sellers may be sold only at a discount of at least 60% of appraised market value.
A “voluntary contribution” to the federal budget of at least 35% of market value — paid 25% within a month, 5% within a year, 5% within two years.
Market value is set by an appraiser from the Commission’s list and verified by an SRO; the Commission can adjust the price.
Will the deal clear the Commission, and on what terms? A short read on approval odds, the discount and exit-tax load, and the red flags in the target.
Financial, tax and legal review of the target — plus the sanctions exposure of its key counterparties — so you know what you are buying.
Deal structure (where the buyer sits, escrow, instalments) and coordination with a listed appraiser and SRO to support a defensible price.
The Commission package, seeing it through to permission, closing, share-transfer registration and the exit-contribution schedule.
Re-papering banking, RAS accounting, payroll and HQS permits so the acquired entity keeps running from day one — where most of the value is preserved.
Yes — buyers from “friendly” jurisdictions can. Deals involving a seller from an “unfriendly” country need Government Commission approval and are subject to a mandatory discount and an exit contribution. We advise on the buy side end to end.
At least 60% of appraised market value for assets sold by sellers from “unfriendly” jurisdictions, based on a valuation by a Commission-listed appraiser and verified by a self-regulating organisation.
A contribution to the federal budget of at least 35% of market value, paid in instalments — 25% within a month of closing, 5% within a year and 5% within two years. It is a condition of approval set by the Commission, not a statutory tax.
It varies and is at the Commission’s discretion; large deals above ₽50bn additionally require presidential consent, for which there is no fixed procedure. We map the timeline and manage expectations before you commit.
Yes — re-papering banking, RAS accounting, payroll and HQS permits so the acquired entity stays operational. Post-deal support is where most of the deal value is preserved.
A short feasibility call tells you whether the deal can clear the Commission and what it will cost — before you spend on diligence.
Practical support for international business in Russia.