On July 17, 2025, the Legal Affairs Committee of the Russian-German Chamber of Commerce held a meeting to discuss key legal challenges facing businesses in the current external economic environment.

Kirill Shcherbakov, Partner and Head of Corporate Practice at BBNP, delivered an expert report on the legal aspects of the return of foreign companies to the Russian market.

The presentation focused on the draft federal law "On Measures of Impact on Organizations of Unfriendly Foreign States That Ceased (or Reduced) Business Activity in the Russian Federation After February 22, 2022", as well as amendments to the Federal Law "On Technological Policy in the Russian Federation."

The explanatory note to the draft law emphasizes that the potential return of foreign companies may affect the stability of the domestic market, including in strategically important sectors of technological development. This concern arises in light of significant investments made by Russian companies since 2022, often involving high-interest debt financing.

The draft law aims to protect the technological and socio-economic sovereignty of the Russian Federation, in particular through the creation of a List of Organizations that ceased operations in Russia, and the application of financial and technological measures of impact to them.

The proposed measures include:

• An obligation to disclose technologies used in the creation of high-tech products, works, or services;
• Mandatory contributions to the Technological Sovereignty Fund of the Russian Federation, calculated as 2% of the entity’s equity (subject to adjustment by the Government of the Russian Federation with the President’s approval).

The bill proposes a new Chapter 8.1 to be added to Federal Law No. 523-FZ dated December 28, 2024, setting out the procedures for establishing and managing the Technological Sovereignty Fund and for distributing its resources to Russian technology developers.

The List of Organizations will be approved by the Government of the Russian Federation pursuant to Presidential Directive No. Pr-835 dated April 18, 2025. The procedure for applying these impact measures is comparable to existing countersanctions regimes, including those established under Federal Law No. 281-FZ dated December 30, 2006, and Federal Law No. 127-FZ dated June 4, 2018.

In concluding the report, Kirill Shcherbakov noted that the return of foreign businesses should be governed by a legally balanced approach that considers the interests of the state, domestic investors, and the companies themselves. Possible conditions may include compliance with outstanding obligations, protection of employees' rights, and the presence of operational and management infrastructure in Russia.

The presentation with key positions and legal analysis is available as an attachment to the report.