Restructuring a Russian operation now carries a new danger — forced seizure of dormant presences. Which of the four paths fits your situation, and acting before inaction becomes the costliest choice, is what matters.
Sale, liquidation, wind-down or transfer — each with a different cost and timeline, and none a default.
A dormant presence left untouched now carries seizure risk, so waiting is no longer the safe option it once was.
Restructuring Russian operations is rarely a straightforward decision. The choice between selling, liquidating, winding down or transferring ownership involves regulatory approvals, tax consequences, employee obligations, customer and supplier relationships, and in some cases political risk. The right answer depends on whether the company is from an "unfriendly" jurisdiction, the value and nature of the Russian assets, the timeline available, and the group's objectives.
This article covers the four main options, their practical implications, the sequencing decisions that determine success, and the forced seizure risk that has made inaction increasingly dangerous.
The forced seizure risk has changed the calculus for companies that were previously content to maintain a dormant presence while waiting for conditions to improve. Rockwool and CanPack — companies with decades of Russian history and no active plans to exit — found their assets placed under Russian government control in 2025. The message is clear: dormant entities in strategic or politically sensitive sectors are not safe from intervention.
The most important variable in any Russian restructuring is whether the company is from a jurisdiction Russia classifies as "unfriendly." This determines whether Sub-Commission approval is required, whether the mandatory discount and exit tax apply, and what the realistic exit proceeds will be.
Pick what applies — we'll map the path:
Unfriendly jurisdictions (EU, US, UK, Canada, Japan, Australia, Singapore, South Korea, Switzerland, Norway): Sub-Commission approval required, 60% mandatory discount, 35% exit tax, presidential approval above RUB 50 billion. Realistic proceeds: 20–40% of market value
Friendly jurisdictions (Turkey, UAE, China, India, Brazil, CIS countries, most of Asia, Africa and Latin America): no Sub-Commission approval required for most transactions, no mandatory discount, no exit tax, normal commercial deal terms. Realistic proceeds: full market value
Companies from friendly jurisdictions — Turkish, UAE, Chinese, Indian — can acquire Russian businesses from unfriendly-jurisdiction sellers at highly discounted prices. The seller accepts 20–40% of value to exit; the buyer pays a fraction of market value for a functioning Russian business. This dynamic has driven a significant portion of the exit deals completed since 2022 and continues to create acquisition opportunities for well-positioned buyers from neutral countries.
Russia's forced seizure mechanism — technically called "temporary administration" (временная администрация) — allows Russian courts to appoint an external administrator over a foreign-owned business in certain circumstances. The legal basis has expanded since 2022.
The companies most exposed to forced seizure risk are those that:
Have suspended operations but retained the legal entity without a clear exit plan
Operate in sectors deemed strategically important (energy, defence, critical infrastructure, food production)
Have significant Russian assets or market position that would be valuable to a domestic acquirer
Have publicly announced an intention to leave without completing the exit process
Are associated with jurisdictions that have taken the most aggressive sanction positions against Russia
The cases of Rockwool, CanPack and others in late 2025 demonstrated that even companies with no intention to antagonise Russian authorities are not protected if their assets are considered valuable enough to attract attention. A Russian company with positive net assets, functioning infrastructure and a Russian workforce — even if not actively trading — can be a target. The trend is toward more, not fewer, forced interventions in 2026.
The order in which restructuring steps are taken matters significantly. Common sequencing errors:
Announcing exit before completing it — public announcements of exit intention attract regulatory attention and can accelerate forced seizure proceedings. Maintain discretion until the transaction or process is substantially complete
Stopping compliance before the entity is deregistered — even a dormant entity must file tax returns, accounting reports and corporate registrations. Stopping compliance while the entity still exists creates additional problems
Dismissing employees before the liquidation is funded — employee termination payments are priority creditor claims in liquidation. Ensure the entity has sufficient cash to fund all termination costs before initiating the process
Not addressing intercompany obligations first — intercompany loans owed by the Russian entity to the parent may be treated as claims in liquidation. Structure these carefully before initiating
Ignoring the tax audit risk — the mandatory tax audit can result in additional assessments. Conduct a pre-liquidation tax health check to identify and resolve potential issues before the liquidation audit begins
Determine whether Sub-Commission approval is required — assess jurisdiction status
If unfriendly jurisdiction: assess realistic net proceeds after mandatory discount and exit tax
Consider intragroup transfer to a friendly-jurisdiction entity as a first step
Sale, liquidation, wind-down or intragroup transfer — each costs and takes differently, and the right one depends on your situation. Comparing them on the numbers, rather than defaulting, is what avoids an expensive path.
Increasingly, yes — leaving a dormant presence untouched now carries seizure risk, a change from when waiting was safe. Reassessing a held structure before it's decided for you is the prudent move.
Depending on the path and your jurisdiction, government-commission approval and sequencing steps apply. Handling them in the right order is what determines a clean outcome versus a stalled one.
This lays out the four restructuring paths and names the new danger — forced seizure of dormant operations. Your question is which path fits your situation, how to sequence it, and how to act before inaction becomes the costliest choice.
Holding a dormant Russian presence? The seizure risk has changed the maths — worth reassessing before it's decided for you.
Practical support for international business in Russia.