Russia's corporate legislative regime rarely stands still. The reform package that entered into force in early 2025 introduces substantive changes to company registration procedures, the structure of articles of association. Registered office requirements, board of directors governance. Additionally, the mechanisms by which a shareholder resolution is adopted and documented. For international businesses with existing Russian entities or ongoing investment structures, ignoring these changes carries a real risk of administrative invalidity – and in some cases, operational paralysis.
Russia's 2025 corporate law reforms amend core provisions governing company formation, internal governance documents, and shareholder decision-making for limited liability companies and joint-stock companies. Entities with foreign participation are subject to the reforms immediately upon the effective date, with a compliance window requiring updated articles of association and registered office confirmations to be filed within a defined transitional period. International businesses operating through Russian legal entities should treat the compliance deadline as a hard stop, not a guideline.
This alert covers what changed, which business categories face the most immediate exposure, and the concrete steps international companies should take now.
What changed – the regulatory developments and effective dates
Russia's corporate legislation was amended through a package of measures that took effect in stages from January 2025. The reforms touch four distinct areas.
Company registration and registered office. The rules governing company registration have been tightened. Confirmation of a valid registered office address is now a mandatory precondition at the point of initial registration and at each subsequent re-registration. Entities that previously relied on nominal address arrangements face a direct compliance burden. Regulators now cross-reference registered office data against property and lease records held by federal cadastral authorities. A mismatch can result in a registration suspension.
Articles of association. The reform requires all Russian legal entities. both obshchestvo s ogranichennoy otvetstvennostyu (limited liability company. Alternatively. LLC) and aktsionernoe obshchestvo (joint-stock company. Alternatively, JSC). to bring their articles of association into conformity with revised statutory requirements. Provisions that were optional under prior law are now mandatory. These include explicit clauses on the competence of the board of directors, the procedure for convening extraordinary general meetings, and the form in which a shareholder resolution must be recorded and certified.
Board of directors governance. The reforms introduce new minimum quorum and disclosure requirements for board of directors decisions in companies above a defined asset threshold. Entities below that threshold retain simplified governance options, but must still document the absence of a board in their articles of association.
Shareholder resolution formalities. The manner in which a shareholder resolution is adopted has changed materially. For LLCs, remote participation in general meetings must now be supported by a documented technical protocol. Written resolutions require notarial certification in an expanded range of situations. Failure to follow the correct form renders the resolution void – a consequence with direct implications for corporate actions such as dividend declarations, asset disposals, and director appointments.
The transitional deadline for bringing existing entities into compliance is set for 1 October 2025. Entities that have not filed updated articles of association and confirmed their registered office by that date face regulatory sanctions, including suspension of certain corporate actions and potential de-registration proceedings.
Who is affected – threshold criteria and business categories
The reforms apply to all Russian legal entities regardless of the nationality of their shareholders. However, the practical exposure is greatest for four categories of international business.
Companies with foreign majority shareholders. Entities where the controlling stake is held by a non-Russian legal or natural person are subject to heightened scrutiny of their articles of association. Any provision that conflicts with the revised corporate legislation will be flagged during the review period. Foreign shareholders who have not updated their internal governance documentation face the additional risk of being unable to pass a valid shareholder resolution on material corporate matters.
Holding structures with Russian operating subsidiaries. International groups that use a Russian LLC or JSC as an operating subsidiary within a wider holding structure must ensure that the subsidiary's articles of association and board of directors mandate are consistent with both Russian corporate legislation and the group's upstream governance documents. Inconsistencies between local articles and group-level shareholder agreements are a common source of disputes after a reform cycle.
Joint ventures with Russian partners. JV structures are particularly exposed where the JV agreement pre-dates the reform and allocates decision-making rights that are now governed differently under the updated rules. The new shareholder resolution formalities – including notarial certification requirements – may cut across mechanisms that the JV partners designed under prior law.
Companies in the process of restructuring or disposal. Any entity currently undergoing a merger, demerger, or asset sale must ensure that the transaction documents and corporate approvals comply with the reformed rules. Transactions signed before 1 October 2025 but not yet closed may need their corporate authorisation chain re-examined.
Entities that are dormant but not formally liquidated are not exempt. The reform applies to the legal entity, not to its level of commercial activity. A dormant company with an outdated registered office or non-compliant articles of association is equally at risk of sanction.
For a structured assessment of your Russian corporate footprint in light of these reforms, contact us at info@ferrazwhitmore.com.
What to do now – immediate actions and compliance steps
International companies should treat the period between now and 1 October 2025 as an active compliance window, not a waiting period. The following steps are the minimum required response.
- Audit existing articles of association. Every Russian LLC and JSC in your group should have its articles of association reviewed against the revised statutory requirements. Identify provisions that are now mandatory but absent, and flag any clauses that conflict with the new rules on board of directors competence or shareholder resolution procedure.
- Verify the registered office. Confirm that the address recorded in the state register matches a current, valid lease or property arrangement. If a nominal address was used, arrange a compliant registered office before the transitional deadline. The process for company registration updates in Russia requires notarised documentation and submission through the federal tax authority.
- Review shareholder resolution procedures. Identify all pending or planned corporate actions – dividend distributions, director changes, asset transactions – and confirm that the authorisation procedure complies with the new formality requirements. Where notarial certification is now required, factor in the lead time: appointment scheduling with a Russian notary can take several weeks in major cities and longer in regional locations.
- Update JV and shareholder agreements. Where the reform creates a conflict between a JV agreement and the entity's updated articles of association, the conflict must be resolved before the compliance deadline. Under Russian corporate legislation, the articles of association prevail over a private shareholder agreement in most governance contexts.
- Appoint qualified local counsel. The documentation chain for re-registration under the reformed rules involves multiple state bodies. Engaging a lawyer in Russia with experience in corporate re-registration – and with access to the federal electronic filing system – reduces the risk of procedural rejection.
Companies with operations across multiple CIS jurisdictions should also review the parallel reform cycle under way in Kazakhstan. Our alert on corporate law reforms in Kazakhstan sets out the comparable changes and compliance steps for entities in that jurisdiction.
For a full review of your Russian corporate entities under the reformed rules, our corporate law practice in Russia provides end-to-end compliance support. For companies considering structural changes as part of the compliance process, our M&A practice in Russia covers restructuring, disposal, and acquisition matters under current Russian law.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. As an international law firm with a dedicated CIS practice, we combine Portuguese civil law expertise with English common law tradition to advise on corporate compliance. Restructuring. Additionally, cross-border transactions in Russia and across the CIS region. Our team has experience advising on company registration, articles of association updates, and board of directors governance matters before Russian corporate authorities. We work with international entrepreneurs, institutional investors, and in-house legal teams who need a law firm in Russia with a cross-border perspective. Ferraz & Whitmore participates in international legal networks focused on emerging market corporate and M&A practice, and our Lisbon base provides direct access to EU regulatory analysis relevant to businesses managing Russian exposure. To discuss your compliance position under the 2025 reforms, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.
Published: April 16, 2026 | Author: Anna Chen, Senior Associate, Asia-Pacific, Middle East & CIS