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Exit & restructuring

Leaving Russia, on the best terms the rules allow.

For owners from 'unfriendly' jurisdictions, exit is gated by Government Commission approval, a mandatory discount and an exit tax — and the sequence decides how much you keep. We run the Russian side of the exit or restructuring, and coordinate with your home-country counsel.

Get an exit options review → Speak to a senior adviser
01 · The problem

Exit is expensive by design — the number is what matters

Since October 2024, a sale of Russian assets by an unfriendly-jurisdiction owner has to clear the Government Commission, at a mandatory discount of at least 60% of appraised value, plus an exit-tax contribution of at least 35% of the undiscounted value, paid over two years. Deals above 50 billion roubles need the President's personal approval. Once discount and contribution are applied, a seller typically keeps around 5% of the appraised worth. The rules exist to make leaving costly — so the decision has to rest on your real recovery figure, not the balance-sheet value.

A sale returns a fraction of appraised value — but a liquidation has its own timeline, mandatory exit audit and tax, so the cheaper route is a number, not a guess.
Profit you can't take out sits trapped — 15% withholding and Type-C account limits turn repatriation into a structuring problem.
Doing nothing is no longer safe: a dormant operation left untouched now carries seizure risk.
02 · The routes

Every route out — and when each fits

There is no single 'exit' — there are several routes, and the cheapest one is a number for your situation, not a default. The six below, with the trade-off that decides each.

1Sale to a buyer
WhatSell the Russian business to a third party.
CostMandatory discount of at least 60% of appraised value, plus an exit-tax contribution of at least 35% of undiscounted value over two years. Seller typically keeps ~5%.
ApprovalGovernment Commission; deals above 50 billion roubles need presidential approval.
FitsYou have a willing buyer and want a faster close, and accept the discount as the price of speed.
2Liquidation
WhatWind the entity down through the statutory process.
CostNo mandatory discount, but a 6–9 month process with a mandatory FTS exit audit and its own tax on final distributions.
ApprovalNo Commission discount; must clear the exit audit and creditor process.
FitsNo buyer, or the discount on a sale would cost more than the time and tax of a clean liquidation.
3Intragroup transfer
WhatMove the Russian entity to a non-unfriendly group company (UAE, Turkey, China, etc.).
CostOften treated like a sale if the transferring parent is unfriendly — can trigger the same approval and discount.
ApprovalGovernment Commission where an unfriendly parent is on either side; structuring decides friction.
FitsYou want to keep the operation inside the group but shift it out of an unfriendly holding.
4Sale to a foreign (non-unfriendly) buyer / M&A
WhatSell to a buyer from a friendly jurisdiction.
CostApproval and possible discount apply; strategic-sector rules can limit or block the deal.
ApprovalGovernment Commission; strategic-sector clearance where relevant.
FitsA friendly-jurisdiction buyer exists and the target isn't in a blocked strategic sector.
5Managed hold / wind-down
WhatKeep the entity dormant or wind activity down without exiting yet.
CostOngoing filing and compliance; no discount — but a dormant entity left untouched now carries seizure risk.
ApprovalNone to hold, but holding must be deliberate and compliant, not neglected.
FitsYou're not ready to decide, but need the structure kept clean and low-cost — and protected from seizure.
6Stay & optimise
WhatRemain and make the operation as efficient as the rules allow.
Cost25% corporate tax, 15% withholding on dividends, Type-C limits on repatriation — but no exit cost.
ApprovalNone; the work is compliance and structuring, not approval.
FitsThe operation is viable, the competitive field has thinned, and exit would crystallise a large loss.
03 · Our role

What we do — and where we stop

We run the Russian side of the exit or restructuring end to end. On your home-country law — sanctions, tax, corporate approvals at HQ — we coordinate with your counsel rather than opining on it.

We handle
✓Model the real recovery: sale vs liquidation vs wind-down vs intragroup transfer, costed on your actual numbers including discount and exit tax.
✓Navigate the Government Commission approval and the mandatory discount, and sequence the steps so you keep as much as the rules allow.
✓Run a clean liquidation through the mandatory FTS exit audit, so nothing follows you after the entity is gone.
✓Get trapped value out where possible — alternative extraction, Type-C options, redeployment.
✓Handle an intragroup transfer or sale to a non-unfriendly group entity, structured to minimise approval friction.
We don’t
×We don't opine on your home-country sanctions or tax law — we coordinate with your counsel and give them the Russian-side facts they need.
×We don't promise a recovery figure the rules won't deliver — the honest number comes first, even when it's unwelcome.
×We don't engineer sham structures to dodge the approval or the discount — we work the rules as they are.
04 · How it works

How an exit review works

1
Options & recovery model

We cost each realistic route — sale, liquidation, wind-down, transfer — on your numbers, so the board sees the real recovery before committing.

2
Approval path

We map the Government Commission approval, the discount and the exit tax for your deal, and whether the 50-billion-rouble presidential threshold applies.

3
Execution & sequencing

We run the chosen route in the right order — because sequence decides what you keep — through to approval or the exit audit.

4
Clean close

Final distributions, the mandatory audit, and deregistration handled so no Russian obligation is left behind you.

05 · Who this is for

Who this is for

Owners from 'unfriendly' jurisdictions deciding whether to stay, hold or exit their Russian operation.
Groups that need the real cost of exit modelled before the board commits — discount, exit tax, approval timeline.
Companies with profit trapped in Russia that can't be repatriated affordably.
Businesses holding a dormant Russian entity that now carries seizure risk if left untouched.
Groups moving a Russian subsidiary to a non-unfriendly parent rather than exiting outright.
06 · Background

Understand the ground first

The decision
Stay or exit: a framework for European companies →The harder environment European companies now face →Exit for unfriendly-jurisdiction companies: the framework →Restructuring your Russian operations →
The routes
Liquidation vs sale: which is cheaper →Liquidating a Russian company →How to liquidate a company in Russia →Intragroup transfer to a non-unfriendly parent →M&A: selling to a foreign buyer →
Trapped value & country angles
Frozen profits: what to do with trapped cash →German companies in Russia →French companies in Russia →Dutch companies in Russia →Korean and Japanese companies in Russia →
07 · Common questions

FAQ

How much do we actually recover if we sell? +

Less than the appraised value by a wide margin. Since October 2024 a sale by an unfriendly-jurisdiction owner carries a mandatory discount of at least 60% plus an exit-tax contribution of at least 35% of the undiscounted value, so a seller typically keeps around 5% of the appraised worth. That's why the first step is modelling your real recovery figure, not working from the balance-sheet value — and weighing it against the cost of liquidating or holding instead.

Is it cheaper to sell or to liquidate? +

It depends on your numbers. A sale returns a fraction of value after the discount and exit tax but can be faster; a liquidation avoids the discount but runs longer, with a mandatory FTS exit audit and its own tax. We model both on your actual figures so the cheaper route is a decision, not a guess.

Can we just leave the entity dormant instead? +

That used to be the safe option; it no longer is. A dormant operation left untouched now carries seizure risk, and it still has to file and stay compliant. If you're not ready to exit, holding needs to be a deliberate, managed position rather than neglect — which is itself something we handle.

Do you advise on our home-country sanctions and tax? +

We run the Russian side — the approval, the discount, the liquidation or transfer, the recovery model. On your home-country sanctions, tax and corporate approvals, we coordinate with your counsel rather than opining on their law. The Russian-side facts and permissions we establish are what your advisers need to complete the picture.

Weighing whether — or how — to leave Russia?

A senior adviser will model your real recovery across the routes and map the approval path — so the board decides on a number, not a headline.

Get an exit options review → Book a 30-min call

ex-Big Four team · Moscow · since 2018 · © TaxWell & Partners

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