Date:

29.08.2025

Reading time:

5 minutes

Author:

Daniil Kadyrov

Managing Partner

Private International Law Redomiciliation

Home

Knowledge base

Articles

Company Redomiciliation to Russia. Legal Features and Practical Aspects

Company Redomiciliation to Russia. Legal Features and Practical Aspects

Private International Law Redomiciliation

Date:

29.08.2025

Reading time:

5 minutes

Article

TL;DR: What is redomiciliation and why it matters What is Redomiciliation Difference from Other Mechanisms Legislative Basis for Redomiciliation Conditions for Redomiciliation Redomiciliation Procedure Stages Redomiciliation Process Tax and Legal Consequences Contacts

Questions and Answers Terms Read also

Law Firm
«Kadyrov, Drokonov and Partners»

TL;DR: What is redomiciliation and why it matters

What is redomiciliation?

Redomiciliation is the legal transfer of a company’s jurisdiction to Russia while preserving its legal structure, asset structure, contracts, and corporate governance, in compliance with Russian law and registration in Special Administrative Regions (SARs).

2025 Trends

In January 2025, the President of the Russian Federation instructed the development of a simplified redomiciliation mechanism from “unfriendly” jurisdictions by April 1, 2025. Since the beginning of the year, the number of companies redomiciling has been increasing, including large companies, to ensure stable dividend payments, maintain access to financing, and minimize sanction risks.

Benefits for Business

Retention of company rights in Russia without the need to re-execute contracts and licenses.
Access to tax benefits and state support through SARs.
Ability to pay dividends without restrictions and continue interaction with investors.

KDpartners Material

Since 2020, the KDpartners team has provided legal support for redomiciliation procedures and assists international companies in transitioning to the Russian jurisdiction. This material shares practical recommendations based on real experience and current legislation.

What is Redomiciliation

Official Definition

According to Federal Law No. 290-FZ of August 3, 2018, “On International Companies and International Funds,” redomiciliation is the change of the personal law of a foreign legal entity through its state registration in Russia via redomiciliation, with the assignment of the status of an international company and the preservation of all previous legal obligations and assets.

After registration, the new Russian legal entity retains:

Rights and obligations under previously concluded contracts, licenses, and lawsuits;
Corporate structure and charter, with the possibility to apply foreign law internally (where not conflicting with Russian law).

Redomiciliation is not considered a method of legal entity reorganization under the Civil Code, although it includes an element of transformation (change of organizational-legal form).

Difference from Other Mechanisms

Redomiciliation ≠ registration of a new legal entity: the foreign company is not liquidated but transferred “as a whole,” maintaining legal continuity.

Redomiciliation ≠ change of residency: the process includes legal registration and change of personal law, not only tax status.

Redomiciliation in SARs

By law, after redomiciliation, an international company may operate exclusively from Special Administrative Regions (SARs) in Kaliningrad and Primorsky Krai, though its divisions and branches can be located throughout Russia.

Legislative Basis for Redomiciliation

Federal Law No. 290-FZ

Enacted on August 3, 2018, “On International Companies and International Funds” — the legal framework for redomiciliation in Russia. The law regulates the change of personal law, conditions of registration in SARs, legal consequences, reporting, and obligations of companies after relocation. The law has been updated multiple times (until 2023–2024), expanding possibilities, including broader criteria for assets and company origin.

Special Administrative Regions (SARs)

Registered international companies obtain the IC status exclusively in SARs: Russky Island (Primorsky Krai) and Oktyabrsky Island (Kaliningrad Region).

SARs operate a preferential tax system, export regime, the right to currency non-residency, and application of foreign corporate law until 2039.

Simplified Redomiciliation

Due to sanctions, a simplified procedure (only charter and resolution required) has been in effect since March 2022 and extended until December 31, 2025.

Exclusion of the Company from the Foreign Register

After registration in the Unified State Register of Legal Entities (USRLE), the company must be removed from the foreign register within two years. Non-compliance may result in loss of IC status and tax benefits. Extension of the period is possible via a government commission.

Key Changes and Deadlines

The simplified procedure is extended until the end of 2025, minimum company creation threshold postponed from 2022 to March 1, 2024. Requirements for international fund assets lowered from 5 billion to 500 million RUB.

Government and Federal Tax Service Decrees

Government Decree No. 611 of May 8, 2025, regulates reporting and registration features of IC branches and deadlines for submitting information.

Conditions for Redomiciliation

Company Age and Jurisdiction

The company must be registered no later than March 1, 2022 (later registration may require an incorporation route).
The base jurisdiction must be part of FATF or similar antitrust groups.

Investment Threshold

Obligation to invest at least 50 million RUB in Russia within 12 months after registration (capital investments in infrastructure or charter capital of other legal entities).
For companies applying for the status of an International Holding Company (IHC), the investment amount increases to 300 million RUB within three years.

Location of Activity

Management of IC/IHC must be conducted from Russian territory. An office in SAR of ≥50 m² and a staff of at least 15 Russian resident employees is required.

Surrender of the Foreign Register

After registration in the USRLE, the company must exclude itself from the foreign register within 2 years. Due to possible objective obstacles in the original jurisdiction, an extension by the Government Commission is allowed.

Corporate Documentation

Documents submitted for registration must include:

Participants’ resolution on redomiciliation, IC charter, updated financial statements with audit opinion;
Information on beneficiaries;
Investment obligation statement;
Documents confirming legal address in SAR.

Redomiciliation Procedure Stages

Step	Task	Key Actions	Duration
1	Preparation	Risk assessment, conditions analysis	1–2 weeks
2	Document Collection	Package formation	3–4 weeks
3	Submission	Payment, registration	1–2 weeks
4	SAR Registration	Opening accounts, OGRN, TIN	2–3 weeks
5	Exclusion	Removal from foreign register	up to 2 years

Redomiciliation Process

Preliminary Analysis and Jurisdiction Selection

Analyze current corporate and contract structure, assets, KYC/AML procedures, and sanction status.
Define strategic goals and choose jurisdiction — SAR (Kaliningrad or Primorsk) considering economic and tax attractiveness.

Planning

Develop a comprehensive redomiciliation plan: stages, deadlines, risk minimization.
Coordinate financial model and investment obligations (infrastructure, personnel, etc.).

Document Collection and Preparation

Participants’ resolution, charter, translations, audited reports.
Obtain Tax Clearance Certificate if needed, confirming no debts and readiness to be removed from foreign register.
Obtain Certificate of Continuation
Prepare documents confirming office and staff in SAR.

Registration in SAR and USRLE Inclusion

Submit documents to SAR registration authority (electronically via SAR US).
Pay fees and obtain registration certificate of an IC or IHC.

Status Acquisition and Operations Launch

Receive TIN, OGRN, currency non-residency status.
Unrestricted transfer of legal management with possibility to apply foreign corporate law and SAR benefits.

Exclusion from Foreign Register

No later than two years from IC/IHC registration in Russia — removal from original foreign register. Government commission may allow deferment for objective obstacles.

Tax and Legal Consequences

Tax Benefits

Tax Benefits in SAR

0% tax on dividends and interest if conditions are met (IC/IHC).
Exemption from profit tax on exchange differences and revenue from geological exploration projects.
Ban on tax audits for periods before redomiciliation if company moved before January 1, 2025.

Fiscal Preferences for IHC

Russian Tax Code (Chapter 25) benefits: reduced rates (5–10%) and exemptions: dividends, interest, royalties, CFC profits not counted until 01.01.2029.
Benefits apply with “substance”: office in SAR, staff ≥15, investments ≥50 million RUB.

Transport, VAT, and Property Preferences

Exemption from VAT, transport and property taxes on vessels and aircraft registered in Russian registers.
Social contributions 0% for crew members until 2027.

Legal Risks and Challenges

Double Residency and Taxation
Ambiguous status possible: the company may be considered resident of both Russia and a foreign state — risk of double taxation and jurisdiction disputes.

Legal Conflicts and Litigation
Some foreign jurisdictions may have difficulty removing the company from registers — government deferment required, but status may remain disputed for years.
Disputes over asset ownership and obligations across jurisdictions are possible.

Risk Minimization Recommendations

Verify jurisdiction and legislation of the originating country, consider double residency risk, taxes in both countries.
File requests for deferment of removal from registers in advance and document the process.
Maintain substance (staff, office, investments) to preserve benefits.
Conduct legal and tax modeling with specialized consultants and auditors before starting the procedure.

Contacts

If you are considering transferring your business to the Russian jurisdiction, it is important not only to understand the general procedure but also to account for legal and tax risks. KDpartners specialists support redomiciliation at all stages, from preliminary analysis to SAR registration and protection of interests in related jurisdictions. You can contact us via the listed contacts or through the feedback form.

FAQ

Can a company be redomiciled to Russia during an audit, inspection, or litigation?

Yes, but with conditions. Redomiciliation does not exempt from obligations or proceedings, which continue in the new jurisdiction. All processes and claims are transferred to the Russian legal entity. Participants must be notified to avoid recognition of redomiciliation as an attempt to evade responsibility.

What if the originating country does not support redomiciliation?

In this case, it is possible to:

Transfer assets and obligations to a new structure;
Liquidate the original company;
Create a new company in Russia, bypassing redomiciliation.

This path is called “de facto transfer” and requires separate legal analysis, including CFC and tax aspects.

Can an international company apply foreign corporate law after redomiciliation to Russia?

Yes. Federal law allows retaining internal regulation under the original jurisdiction’s law if it does not conflict with Russian public law. This avoids complete revision of charters, meeting procedures, options, etc.

Is it necessary to re-register intellectual property after redomiciliation to Russia?

No, not necessarily. Patents, trademarks, and software registered in foreign registers are not automatically annulled. For legal protection in Russia, re-registration via Rospatent or notification of the owner change (IC) may be required.

Are contracts and licenses preserved after redomiciliation to Russia?

Yes. All existing obligations and assets, including contracts, licenses, and debt instruments, are retained. It is recommended to notify counterparties and licensors about the jurisdiction change to comply with formal procedures and avoid legal risks.

Is redomiciliation to Russia possible if the company is being liquidated or undergoing bankruptcy?

No. Redomiciliation is allowed only for active companies that are not liquidated, deregistered, or under bankruptcy proceedings.

Which bank can open a foreign currency account for an international company after redomiciliation to Russia?

An international company can open a currency account in any Russian bank licensed for currency operations. No special restrictions exist.

Can access to information about company owners and managers be restricted during redomiciliation to Russia?

Yes. Along with the documents submitted to SAR, you can request restricted public access to USRLE information about beneficiaries, management bodies, and representatives.

Are the company’s shares frozen on the stock exchange during redomiciliation to Russia?

No, freezing may occur only for a short period (a few weeks) and only at the final stage before stock conversion (ADS → shares) by the exchange decision.

All questions and answers

Key Terms

Conflict of Conflicts

Conflict of Conflicts — mismatch of conflict-of-laws rules from different legal systems, leading to different applicable laws.

Conflict-of-Laws Connection

Conflict-of-Laws Connection — element of a conflict-of-laws rule indicating the legal system or norm applicable in relations with foreign elements.

Conflict-of-Laws Rule

Conflict-of-Laws Rule — rule determining which country’s law applies to a specific legal relationship.

Double Residency

Double Residency — situation where a company is considered a tax resident in two states simultaneously, potentially causing double taxation if international agreements are not applied.

Exclusion from Foreign Register

Exclusion from Foreign Register — final stage of redomiciliation where the company is removed from its previous jurisdiction’s legal entity register.

Flexible Conflict-of-Laws Rule

Flexible Conflict-of-Laws Rule — type of connection where applicable law is determined indirectly (e.g., country most closely connected to the relationship).

Foreign Corporate Law

Foreign Corporate Law — set of rules from the company’s original registration country regulating internal procedures. After redomiciliation, IC may retain these rules if they do not conflict with Russian public law.

International Company (IC)

International Company (IC) — a legal entity registered in Russia through redomiciliation and obtaining status in one of the SARs. Activities regulated by Federal Law No. 290-FZ.

International Holding Company (IHC)

International Holding Company (IHC) — a type of IC meeting additional requirements for investments, staff, and economic “substance.” IHC may apply extended tax regime and exemptions from certain federal taxes.

Investment Obligation

Investment Obligation — legally required investment in the Russian economy of at least 50 million RUB within 12 months post-redomiciliation (for IHC — 300 million RUB within three years).

Law of Incorporation

Law of Incorporation — personal law of a legal entity defining its nationality by place of establishment or registration.

Negative Conflict

Negative Conflict — situation where none of the states connected to the legal relationship recognize it as subject to their law.

Personal Law of a Legal Entity

Personal Law of a Legal Entity — the set of legal norms applied to a legal entity based on its registration in a specific jurisdiction.

Positive Conflict

Positive Conflict — situation where two or more states consider a legal relationship governed by their laws.

Redomiciliation

Redomiciliation — the process of transferring a foreign company to the Russian jurisdiction while preserving its legal status, assets, obligations, and management structure. Registered in Russia as an International Company (IC).

Scope of Conflict-of-Laws Rule

Scope of Conflict-of-Laws Rule — part of a conflict-of-laws rule defining the type of relationships to which it applies.

Special Administrative Regions (SARs)

Special Administrative Regions (SARs) — territories with a special legal regime in Kaliningrad (Oktyabrsky Island) and Primorsky Krai (Russky Island) allowing registration of international companies and holdings with preferential tax and currency conditions.

Substance (economic substance)

Substance (economic substance) — the presence of a company office, staff, and business activity in Russia, confirming real presence in the jurisdiction.

All articles

Private International Law Redomiciliation Russia