The individual steps are known. What decides how long an exit takes, what it costs and what follows you afterwards is the order they happen in — approval before sale, tax clearance before deregistration, employees before assets, and cash planned for from the start rather than discovered at the end.
The choice is usually framed as leaving or staying. In practice there are three routes with materially different tax outcomes, timelines and residual risk — and the right one depends on what the entity holds, who owns it and how quickly you need to be finished.
A clean end with no counterparty — and a tax audit on the way out.
Faster, returns value, and brings a counterparty and an approval process.
Reduce exposure without leaving — sometimes the better commercial answer.
Where the seller is from a jurisdiction designated unfriendly, disposing of a Russian business generally requires clearance from the Government Sub-Commission. Its expectations — on valuation discounts and on contributions to the budget — have shifted over time and are not always published in advance.
This is why the sale-or-liquidate decision is rarely purely commercial: the approval route affects price, timing and certainty, and it is the single item most likely to make a transaction take a year instead of a quarter. It also means a deal agreed without factoring it in tends to be renegotiated later.
Model liquidation against sale against restructuring — tax outcome, timeline, approval exposure and what is left behind.
Sub-Commission approval where needed, creditor position, contracts that have to be terminated or assigned.
Employee process on the correct ground with correct notice; assets realised, transferred or distributed.
The audit, final filings, settlement of liabilities and deregistration from the register.
Currency control and authorisation limits on distributions, proceeds and repayments — planned from step one, not step five.
Companies routinely complete the corporate exit and then discover the money is still in Russia. Dividends, loan repayments, sale proceeds and liquidation distributions each run into currency control differently, and for owners from unfriendly jurisdictions authorisation limits apply on top.
The route for the cash has to be designed alongside the exit, not after it. Sometimes that changes which exit route makes sense in the first place — which is precisely why it belongs at the start of the conversation.
Longer than the statutory minimum suggests. The formal steps — decision, notification, creditor period, final balance sheet, deregistration — have their own timetables, but what usually sets the pace is the tax audit that liquidation invites and the settlement of everything outstanding before the register will close the entity. Plan in quarters, not weeks, and start earlier than feels necessary.
If the owner is from a jurisdiction designated unfriendly, a sale of the Russian business generally requires approval from the Government Sub-Commission, and the terms it applies have moved over time — discount expectations and budget contributions among them. Liquidation and sale sit differently here, which is one reason the choice between them is rarely just commercial.
They produce different tax outcomes, different timelines and different residual risk. Sale can be faster and returns something, but brings approval requirements and a buyer who will negotiate on everything found in diligence. Liquidation gives a clean end and no counterparty, but invites a tax audit and takes longer. We model both before you commit, because the answer genuinely varies by company.
Not automatically, and this is where exits stall most often. Trapped funds are a currency-control and authorisation problem layered on top of the corporate one, and the route out has to be planned as part of the exit rather than assumed to follow it. Dividends, loan repayment, sale proceeds and liquidation distributions are each treated differently.
Liquidation is a recognised ground for dismissal, but it carries notice periods, severance and a procedure that has to be followed precisely — and it applies to categories of staff otherwise protected from dismissal. Getting the sequencing wrong here creates claims that outlive the entity, which rather defeats the purpose.
It is possible and sometimes sensible as a holding position, but it is not free: filings, accounts and director obligations continue, and an entity left inactive without maintenance can be struck off in ways that leave loose ends for the parent. If the intention is to leave permanently, a managed exit usually costs less than years of drift.
Most of the cost of an exit is decided in the first month, by choices made before anyone files anything. Worth an hour early rather than a year of it later.
ex-Big Four team · Moscow · since 2018 · © TaxWell & Partners
Practical support for international business in Russia.