Useful Information

The Digital Rouble from 1 September 2026: What Citizens and Businesses Need to Know

From 1 September 2026, the widespread introduction of the digital rouble officially begins in Russia. Law No. 248-FZ, signed by the President on 23 July 2025, comes into force, making the third form of the national currency available to every citizen. The digital rouble is being introduced alongside the familiar cash and non-cash forms of money, and all three are fully equivalent: one cash rouble is equal to one non-cash rouble and one digital rouble. It does not replace existing money; it is a new, convenient payment instrument that expands the options available to both individuals and businesses.

The key difference between digital roubles and non-cash funds is where the money is held and who is responsible for its safekeeping. Non-cash roubles are held on the balance sheet of a particular commercial bank, which is responsible to its customer for keeping those funds safe. Digital roubles, by contrast, are held on the Bank of Russia’s platform, and their safekeeping is ensured directly by the Central Bank. Commercial banks act as intermediaries: through their mobile apps and online banking services, they give customers access to the digital rouble platform, allowing them to open accounts, add funds, make transfers and pay for purchases. The bank does not control the customer’s money; it provides the technical means to use the platform.

For individuals, this means having a single digital wallet that is not tied to any one bank. Someone who banks with several credit institutions can access their digital wallet through the app of any of them, provided that the bank is connected to the platform. This offers added flexibility: even if one bank’s app is temporarily unavailable, the funds remain accessible through another bank. In addition, all digital rouble transactions by individuals are free of charge, including transfers of any amount and payments for goods and services. There are no fees, hidden charges or limits on the balance held.

It is important to understand from the outset that the digital rouble is not intended for saving or accumulating wealth. No interest is paid on a digital rouble account balance, unlike a bank deposit or savings account. Purchases do not earn cashback either. Digital roubles cannot be used to open a deposit or take out a loan; those services remain the preserve of commercial banks. As experts explain, the digital rouble is solely a means of payment, designed to make transactions fast, transparent and inexpensive. If the money is not needed for spending in the near future, it may be more sensible to place it in a traditional bank deposit where it can earn interest.

Who must accept digital roubles, and when?

The rollout of the digital rouble is gradual, with clear phased deadlines for businesses to make it possible to accept the new currency. In the first phase, beginning on 1 September 2026, sellers of goods, works and services to individuals must accept digital roubles if two conditions are met: the company’s annual revenue for 2025 exceeded RUB 120 million, and, as of 1 January 2026, the company was a customer of a credit institution designated by the Bank of Russia as significant in the payments market. Companies that meet both criteria must be ready to accept digital roubles from September 2026.

The second phase will begin no later than 1 September 2027. By that date, the obligation will extend to sellers with annual revenue above RUB 30 million, provided that, as of 1 January 2026, they banked with an institution designated as significant in the payments market or with a bank holding a universal licence. The third phase is scheduled for 1 September 2028, when all remaining sellers with revenue of at least RUB 20 million in the preceding calendar year will join.

The law provides for reasonable exemptions to avoid placing an unnecessary burden on small businesses. Companies with total annual revenue below RUB 20 million are not required to accept digital roubles. Individual retail outlets are also exempt if their annual revenue is below RUB 5 million, even where several such outlets belong to a company whose combined revenue exceeds RUB 20 million. Finally, sales locations without physical access to the internet are exempt, since digital rouble payments require an online connection.

Until 1 September 2026, only organisations participating in the Bank of Russia’s pilot project were able to accept digital roubles. The right and obligation to accept them now apply to a much wider range of market participants. Banks have their own connection deadlines. All twelve systemically important banks, which together account for more than 80% of the payments market, are ready from 1 September to give their customers access to digital roubles. Banks with a universal licence have until 1 September 2027.

How to open and manage a digital wallet

Opening a digital rouble account is entirely voluntary. No wallet is opened automatically, and nobody can switch a person’s salary or other payments to digital roubles without that person’s express consent. To start using digital roubles, a customer need only update their bank’s mobile app, find the digital rouble section and verify their identity through the Gosuslugi public services portal. The account will appear in online banking as another product and can be used straight away.

The digital wallet itself is held on the Bank of Russia’s platform and is not tied to a particular bank. This means that the same funds can be accessed through the app of any platform-connected bank of which the user is a customer. If someone changes banks or phones, or reinstalls an app, the digital rouble account remains in place and the funds stay safe. Once access is restored, the user can resume using the digital roubles as before.

A digital wallet can be funded with non-cash roubles from a regular bank account through a mobile app. The exchange is made one-for-one, with no loss in value. Anyone holding cash must first deposit it into a bank account at a cash machine or bank branch and then transfer it to the digital wallet. To withdraw money from a digital wallet, the user must first transfer it back to a bank account and then withdraw cash at a cash machine or bank branch. Digital roubles cannot be withdrawn directly because they have no physical form like banknotes or coins.

There are limits to be aware of. The monthly limit for adding non-cash roubles to a digital rouble account from the user’s own bank account is RUB 300,000. There are no limits on transfers between individuals’ digital rouble accounts or on the balance they may hold. Transfers between individuals and payments for goods and services are free of charge and have no amount limit, subject to the available balance.

How to pay for purchases with digital roubles

Paying for goods and services with digital roubles will work much as payments through the Faster Payments System do today. From 1 September, a universal QR code developed by the National Payment Card System will replace separate QR codes for different payment methods. The code combines several options: the digital rouble, the Faster Payments System, banks’ payment services and instalment services. With a single tap, the customer can choose whichever available payment method is most convenient, making the process quick and straightforward.

To pay in digital roubles, the customer opens their bank’s mobile app, scans the universal QR code at the checkout or terminal, selects the digital rouble as the payment method and confirms the payment. No special equipment is required to accept digital roubles: a business that already accepts payments through the Faster Payments System will be able to accept digital roubles through its existing online channels and terminals. Acquiring banks provide the necessary technical integration.

In the future, it is planned to enable digital rouble payments without an internet connection, making this payment method even more versatile. At the initial stage, however, transactions will require an internet connection.

Salaries, pensions and benefits in digital roubles

The Bank of Russia allows salaries, pensions, benefits and other social payments to be credited in digital roubles. This is possible only with the recipient’s voluntary consent. Nobody can force a person to receive payments in digital form. A citizen who wishes to receive a salary or pension in digital roubles must give formal consent, after which the employer or public authority may transfer the money to the person’s digital wallet.

It is important to understand that the availability of such payments depends not only on the individual’s wishes but also on whether the particular employer or public authority is ready to adopt the new form of payment. This practice is still developing, so a widespread switch to digital rouble payments should not be expected yet. In any event, as experts emphasise, using the digital rouble remains entirely voluntary, and everyone can choose the most convenient way to receive their income.

Security and protection against fraud

Many citizens are naturally concerned about the security of digital roubles. Technically, the Bank of Russia’s platform has a high level of protection, and hacking the system to steal funds is technically impossible. However, as experts rightly point out, most theft does not result from systems being hacked but from social engineering: deceiving a person who has access to their own funds. Fraudsters may call people, pose as employees of the Bank of Russia or commercial banks, and persuade them to transfer money to a “safe account” or convert it into digital roubles.

The key rule to remember is this: the Bank of Russia never calls citizens, offers to convert their funds into digital roubles, or makes payments or transfers on their behalf. Digital rouble transactions are carried out exclusively through banks’ mobile apps, and no third party has the right to demand that you take any action with your digital wallet. If someone tries to persuade you to transfer money, open an account or disclose an SMS code, it is definitely a scam.

The digital rouble is not an investment asset, so any offer to “invest in the digital rouble” or exchange money on “preferential terms” should also be treated as a scam. If you have any doubts or suspicions, contact your bank immediately using its official phone number and check the information.

The unique identifier assigned to each digital rouble could, in theory, make it easier to trace stolen funds and recover them. However, the process for returning money after theft has not yet been established in practice and will develop during the first months and years of the digital rouble’s circulation. For now, it is fair to say that the digital rouble does not itself create new vulnerabilities, but it does require citizens to remain vigilant and financially literate.

Key points about the digital rouble

To sum up, several key points stand out. The digital rouble is becoming the third form of the national currency, alongside cash and non-cash money, and all three forms are fully equivalent. Digital rouble transactions are free for individuals, while businesses pay minimal fees; a fee-free preferential period for businesses remains in effect until the end of 2026.

Whether to open a digital wallet is entirely up to each individual. The account is not tied to a particular bank and can be accessed through the app of any bank connected to the platform. The wallet can be funded only from a bank account, and money can be withdrawn only by transferring it back to an account. Digital roubles cannot be withdrawn directly from a cash machine.

The digital rouble can be used only for payments and transfers. It cannot be used to open a deposit or earn interest or cashback. Salaries, pensions and benefits may be received in digital roubles, but only with the citizen’s voluntary consent.

From 1 September 2026, large businesses with revenue of RUB 120 million or more must accept the digital rouble. Medium-sized businesses will join from September 2027, and other companies from September 2028. Companies with revenue below RUB 20 million and retail outlets with revenue below RUB 5 million are exempt.

Although the digital rouble platform is technically protected against hacking, citizens should remain vigilant and avoid falling for social engineering scams. The Bank of Russia never calls citizens or asks them to carry out digital rouble transactions.

On 1 September, Russia enters a new era of payment infrastructure. The digital rouble becomes a full and equal participant in the country’s financial system, creating new opportunities for fast, transparent and inexpensive payments. Understanding how it works and the rules for using it will help citizens and businesses adapt to these changes and make the most of them.

Russia’s New Artificial Intelligence Law: What Changes for Businesses from 1 September 2026

On 26 July 2026, the President of the Russian Federation signed Federal Law No. 243-FZ, “On Supporting the Development of Artificial Intelligence Technologies in the Russian Federation”. The law marks the beginning of a new era in the legal regulation of one of the fastest-developing fields. For the first time, Russian legislation sets out legal definitions of key artificial intelligence concepts and establishes the foundations for a systematic approach to developing domestic technologies.

The law is framework legislation. Its main provisions come into force on 1 September 2026, while the details will be set out in subordinate regulations expected to be adopted in the autumn. Even so, businesses, developers and users of AI technologies should already understand what changes are coming and how they may be affected.

What is a large foundation model under the new law?

The law defines artificial intelligence as a set of technological solutions that can imitate human cognitive functions and perform tasks at a level comparable to or exceeding that of a human. However, the law ties its main requirements and restrictions not to AI in general, but to large foundation models (LFMs).

A large foundation model is defined as computer software that meets several criteria at once. It must perform intellectual tasks at a high level; be trained on data to identify patterns and make decisions; serve as a basis for creating different types of software; contain at least one billion parameters; and be used to perform a broad range of tasks.

The law covers Russian products, including YandexGPT and GigaChat, as well as foreign models such as ChatGPT, Gemini and DeepSeek. Narrowly specialised solutions and models with fewer parameters are outside its scope, leaving developers of niche products room to manoeuvre.

Sovereign and national models: the key differences

The law introduces two new categories of AI model that differ materially in their requirements and eligibility for state support.

A sovereign AI model must be developed by a Russian legal entity in which Russian participants hold at least a 50% ownership interest. All components of the model must be produced entirely in Russia. Responses to user requests must be generated, and data stored, in data centres located in the Russian Federation and owned by Russian legal entities. The model must also undergo a procedure to confirm that it complies with the law and with traditional Russian spiritual and moral values.

A national model follows a more flexible approach. It may use certain components produced outside Russia, provided that those components are distributed under an open-source licence. The requirements concerning data localisation and the developer remain in place.

The law provides for state support for developers of both categories, including financial, property, guarantee and information support. The Government of the Russian Federation will determine the specific procedure for granting these measures.

Business risks: restrictions on the use of foreign models

Perhaps the law’s most significant provision for businesses is the possibility of restricting the use of foreign AI models. The Government of the Russian Federation will be empowered to specify cases in which only sovereign or national models may be used.

According to the explanatory note to the law, this is primarily intended to cover government information systems and sensitive sectors where using foreign technologies may create national security risks. The list adopted in due course could, however, be broader, which may require businesses to switch to domestic solutions.

The transitional period is important. Information systems in which large foundation models have already been deployed as of 1 March 2027 will have until 1 September 2032 to comply. Businesses therefore have several years to adapt, but should already be planning strategically for a move to Russian models or for possible restrictions.

Labelling content created with AI

A separate article of the law addresses the labelling of audio and visual information materials created using AI technologies. It is important to note that, under the current version of the law, labelling is a right, not an obligation, for the person using the model.

Large online platforms with more than 500,000 daily users must provide the technical ability to display such a notice. Users themselves decide whether to label content created with AI.

Amendments that could make labelling mandatory are already under discussion. A working group of the Council for the Codification of Civil Legislation has prepared proposals under which images, audio and video created using AI could have to be labelled, with the format and procedure determined by an authorised government body.

Senator Igor Murog noted that mandatory labelling meets the public’s objective need for reliable information. He also said that it is necessary to clarify how to determine the extent of AI’s contribution to mixed content and suggested considering digital watermarks embedded in generated content.

Copyright and neural network training

The law establishes a special framework for copyright in content generated using AI. Providers of services that use AI models will have to tell users who owns the rights to such content and on what terms it may be accessed.

The key change concerns training neural networks. Under the law, training on protected works will not be considered an infringement if access to those works was obtained lawfully and without circumventing technical restrictions. This provision has prompted active discussion among professionals.

Rightsholders are already preparing amendments, arguing that these rules may conflict with the Civil Code. They propose establishing clear rules for licensing content, defining the criteria for a person’s creative contribution to material made with neural networks, and creating a transparent mechanism for identifying the sources on which a model was trained. The working group of the Council for the Codification is expected to present its proposals shortly.

How the law interacts with personal data legislation

The new AI law interacts in complex ways with Federal Law No. 152-FZ “On Personal Data”. Data-localisation requirements remain fully in force, and using foreign models creates additional risks.

One key point is that processing personal data with foreign AI may be treated as a cross-border transfer of data, which must be notified to Roskomnadzor in accordance with the established procedure. The initial collection of personal data when using models must take place through databases located in the Russian Federation. If collection takes place on foreign servers, there is a risk of breaching localisation requirements.

Experts strongly recommend avoiding the upload of personal data to AI systems unless strictly necessary and adopting an internal policy on the use of AI services that restricts the transfer of personal data to them, particularly when foreign models are involved.

Sector-specific rules: banking and criminal law

Additional rules for using AI technologies may be introduced at sector level. The Central Bank has already proposed regulating the use of AI models in banking. It is concerned that a mass shift by banks to the same global platforms could create risks to financial stability: models may be trained on poor-quality data, and it is impossible to verify the sources used by global platforms. The Central Bank proposes setting separate requirements for banks on decision-making architecture and data structure.

In addition, members of parliament have submitted a bill to the State Duma that would treat the unlawful use of materials created with AI, including deepfakes, as an aggravating circumstance in the commission of a crime. The current version of the Criminal Code does not account for the use of deepfakes when sentencing, which complicates legal assessment and creates obstacles to gathering evidence.

Practical recommendations for businesses

As the law comes into force on 1 September 2026, businesses should already take several steps to prepare for the new requirements.

First, assess whether the model being used falls within the definition of a large foundation model. If it has more than one billion parameters and is universal and foundational, the new law’s requirements will apply to it.

Businesses should adopt an internal AI-use policy, particularly on uploading personal data. They should restrict the transfer of personal data to foreign models and clearly specify which services employees may use.

Monitor the adoption of subordinate regulations, since the Government will determine the cases in which only domestic models may be used. Developers seeking sovereign or national model status should check whether their existing data centres meet the law’s requirements, particularly as to ownership by Russian legal entities.

Finally, closely follow discussions of amendments on AI-content labelling and copyright, as these may significantly affect business processes.

Conclusions and outlook

The new AI law is the first step towards the systematic regulation of one of Russia’s most promising technology sectors. It is framework legislation and leaves substantial room for subordinate regulation, allowing requirements to be adapted to the practical needs of businesses and developers.

The main business risks relate to possible restrictions on foreign models, data-localisation requirements and the prospect of mandatory labelling of AI-generated content. At the same time, the law provides a legal basis for supporting domestic developers and strengthening the country’s technological independence.

The law’s main provisions come into force on 1 September 2026. From 1 March 2027, restrictions on using anything other than domestic models in certain sectors will begin to apply, subject to a transitional period running until 2032. Businesses should start preparing now to minimise risks, make use of state support and preserve their competitive advantages in the new legal environment.

Russia’s 2026 Bankruptcy Reform: New Opportunities for Businesses and Hidden Risks

On 26 July 2026, the President signed Federal Law No. 253-FZ, which fundamentally changes the approach to bankruptcy in Russia. The reform, discussed and developed over the past five years, has finally been enacted and sets a new course for the entire insolvency framework. Its main aim is to shift the focus from liquidating debtors to preserving economically viable companies. In practice, however, achieving this aim is fraught with difficulties and uncertain consequences.

The previous bankruptcy model did not work in practice as a means of rehabilitating businesses. Rehabilitation procedures accounted for no more than 1% of all cases, while creditors recovered an average of only 6% of their claims. Bankruptcy had effectively become a way to divide up the assets of a company that had already ceased to exist, rather than a means of saving it. The new law is intended to correct this imbalance, but it also raises new questions and risks that market participants will have to consider in the coming years.

Two new procedures: how businesses can reach agreement with creditors before court proceedings

The law introduces two key tools that allow a debtor to settle matters with creditors without proceeding to a full bankruptcy case: out-of-court restructuring and comprehensive restructuring. Each has its own features, restrictions and intended users.

Out-of-court restructuring is a rehabilitation mechanism that allows a debtor to agree with creditors on a payment holiday or instalments, a reduction in the debt, a change in the currency of the obligation, replacement of the collateral or the provision of a guarantee. An agreement may be concluded with one or several creditors. Its terms may be the same for all participants or may differ depending on the arrangements reached with each party. While the agreement is in force, a bankruptcy case cannot be opened at the request of creditors participating in the restructuring, and court bailiffs may not commence enforcement proceedings. In addition, transactions made by the debtor as part of the restructuring and in accordance with the agreement may not be challenged on bankruptcy grounds.

The key conditions for starting an out-of-court restructuring are that the participants must not be affiliated with the debtor; the claims of creditors signing the agreement must exceed 20% of the debtor’s total liabilities; and information about the agreement must have been publicly disclosed at least six months before bankruptcy proceedings are initiated.

Comprehensive restructuring is a more complex and far-reaching tool, available only to large businesses with assets having a book value of more than RUB 1 billion. The agreement must be approved by the commercial court and then becomes binding on all creditors, including those who voted against it or did not participate in the vote. Exceptions include debts incurred after publication of a notice of intention to enter into the agreement, employee claims, obligations to compensate for harm to life or health, and certain other protected categories. The rights of a secured creditor over its collateral cannot be restricted without that creditor’s consent.

Comprehensive restructuring requires the support of independent creditors holding more than 50% of the claims, excluding penalties and interest. Creditors with mandatory payment claims cannot participate, and tax debts are excluded from the voting threshold calculation. Before the procedure begins, an independent auditor must review the debtor’s financial position and assess whether the forecasts for restoring its solvency are realistic. The procedure may last no more than four years, but can be extended by a further two years if necessary.

It is important to note that comprehensive restructuring is available only to large businesses, leaving small and medium-sized businesses unable to use this mechanism.

Debt restructuring as the priority court procedure

One of the most significant changes is the extension of debt restructuring to legal entities. Previously, this mechanism was available only to individuals; companies can now use it to restore their solvency as well. Restructuring becomes the preferred way to rehabilitate a business, replacing the automatic commencement of supervision, which was previously used in almost every case. The court may still order supervision, but only if it sees no grounds to expect the company to recover.

The debtor may initiate restructuring by filing an application with the court and substantiating its prospects of success. Creditors, the Federal Tax Service and employees, including former employees, are also entitled to do so. The restructuring plan must be submitted to creditors within four months of the procedure being commenced. The procedure itself must be completed within four years, although the creditors’ meeting may extend this period to eight years if there are sufficient grounds.

A restructuring plan may include a wide range of measures: mergers and acquisitions, an increase in share capital funded by external investors, asset substitution, and conversion of creditors’ claims into shares or other securities issued by the debtor. Creditors must approve the plan within 60 days of its submission, but the law prohibits approval during the first 20 days. Secured creditors may vote on the plan only if they have waived their right to enforce against the collateral or if the sale of the collateral is prohibited by the court or by the restructuring plan itself.

The effects of restructuring include the following: all obligations that arose before bankruptcy are treated as due; asset seizures and other restrictions are lifted, and new measures may be imposed only as part of the procedure. Enforcement proceedings are suspended, except for certain claims, such as wages, compensation for harm to life or health, or recovery of property from another person’s unlawful possession. During restructuring, company participants may not withdraw in exchange for payment of the value of their interest, distribute profits or pay dividends. These restrictions are intended to keep assets within the business.

Changes to liquidation proceedings: faster procedures and strict deadlines

The new law substantially restructures liquidation proceedings. Previously, a court could open liquidation only after a supervision stage; that stage may now be skipped. The bankrupt company’s assets will be put up for sale immediately if its financial performance is poor or it has failed to submit a restructuring plan. The legislature aims to speed up the bankruptcy of companies that are clearly unprofitable and prevent the proceedings from being dragged out.

The law also sets a strict deadline for business operations by companies in liquidation. Under the new rules, the period is nine months. It may be extended, for example by a decision of the creditors’ meeting, but the creditors then assume responsibility for allowing the bankrupt business to continue operating and must cover any unpaid current expenses. Business operations may also be extended if the owners provide an independent guarantee for at least 5% of all claims, or where closing the company could cause a man-made or environmental disaster.

It is important to understand that most debtors have already ceased operating by the time liquidation proceedings begin, so nine months should be enough to take inventory and assess whether the business can realistically break even. In complex cases involving numerous claims and assets, however, this period may be insufficient, particularly where transactions must be challenged or controlling persons held subsidiarily liable.

New asset-sale rules: protecting high-value assets

The procedure for selling a bankrupt company’s assets will also change. The initial sale price will be based on liquidation value, which may be below market value to reflect the urgency of the sale. The legislature expects this approach to make it easier and faster to generate proceeds to repay debts.

High-value lots worth more than RUB 1 billion will be subject to a special auction procedure. Potential bidders will have at least two months to submit applications, followed by a further month for bidding on price. The auction will involve both upward and downward bidding to determine the asset’s actual market value. In essence, this is a Dutch auction adapted to bankruptcy proceedings.

The new auction procedure is intended to encourage bidders to act, prevent them from waiting for the price to fall to a minimum and reduce the risk of bad-faith collusion. Once the first bid is made, the price rises and participants must compete in earnest. The law sets clear minimum price floors: 50% of the initial price at the first auction and 25% at a repeat auction, protecting assets from artificial devaluation.

This change is intended to prevent high-value assets from remaining stuck in successive rounds of auctions for years while losing value. The price floor also protects assets from being sold for next to nothing. Special rules will apply when selling the debtor’s share in jointly owned property: before the auction begins, the co-owners may buy it at the initial price; if the auction price falls by more than 20%, their pre-emption right will remain in force for a further ten days. Auctions will become more transparent: the Unified Federal Register of Bankruptcy Information (EFRSB) will have to state not only the outcome but also the difference between the initial and final prices.

Insolvency practitioner remuneration and the risk of box-ticking

An insolvency practitioner’s monthly fee will be RUB 50,000 from the start of restructuring until the plan is approved or the case is terminated. The same amount will remain payable after approval of the plan; if the practitioner takes charge of the debtor, the fee will rise to RUB 90,000. The plan may provide for a higher fee.

Fees for other insolvency practitioners have also been revised. A temporary administrator will receive RUB 50,000 per month for the first four months of supervision and RUB 25,000 per month thereafter. An administrative administrator will receive RUB 50,000 per month. An external administrator and a bankruptcy trustee will each receive RUB 90,000 per month during the first nine months of the procedure and RUB 30,000 per month after that. In the bankruptcy of an absent debtor, the bankruptcy trustee will receive a one-off payment of RUB 50,000.

The insolvency practitioner’s percentage-based remuneration will depend on the increase in the debtor’s net asset value during restructuring. For an increase of up to RUB 10 million, the practitioner will receive 3% of that amount. For an increase of RUB 10 million to RUB 100 million, the fee will be RUB 300,000 plus 1.5% of the amount exceeding RUB 10 million. Total remuneration may not exceed RUB 200 million.

The bankruptcy trustee’s bonus will depend on the proportion of debts recovered for creditors. If more than 75% of claims are repaid, the rate will be 10% of the amount recovered. If more than 50% is recovered, the rate falls to 8%; if more than 25% is recovered, the trustee receives 6%. Where creditors recover between 10% and 25% of the debt, the rate is 4.5%. If less than 10% of claims are recovered, the bankruptcy trustee receives 3% of the amount repaid.

The proposed preference for liquidation over rehabilitation in the practitioner performance scoring system raises legitimate concerns. A basic score of 100 points for liquidation, compared with a maximum of 70 points for restructuring, could itself become a decisive factor in favour of closing a business rather than saving it. In addition, a several-fold increase in fixed practitioner fees will make proceedings more expensive and may render them uneconomic for small businesses, contrary to the reform’s stated aim.

Risks and unresolved issues in the new reform

Despite its ambitious objectives, the reform has caused serious concern among professionals.

First, comprehensive restructuring is available only to large companies with assets worth more than RUB 1 billion. Small and medium-sized businesses are excluded from this mechanism, even though they are often the ones most in need of rehabilitation. As a result, the most vulnerable part of the business community is denied access to the most effective tool for out-of-court recovery.

Second, the nine-month deadline for selling assets and completing liquidation proceedings is questionable. Selling a complex industrial asset, carrying out an in-depth audit and finding an investor within nine months seems unrealistic. Creditors may therefore be reluctant to accept responsibility for continuing the debtor’s operations and may prefer to close the business outright rather than risk their own funds.

Third, the performance scoring system may encourage insolvency practitioners to chase statistics by choosing simpler liquidation proceedings instead of more complex rehabilitation. Practitioners may prefer a quick asset sale to the broader measures needed to maximise the bankruptcy estate, which runs counter to the reform’s stated aim. This creates a paradox: the scoring system directly encourages liquidation instead of saving businesses.

Fourth, unscrupulous debtors may use the new restructuring tools to delay proceedings and remove assets. By giving businesses new opportunities, the legislature is also expanding the means available to conceal property and avoid meeting obligations. Courts and creditors will therefore have to develop effective ways to prevent such abuse.

Finally, the introduction of a state register of insolvency practitioners and a performance scoring system creates a risk of bureaucratic paralysis if the register suffers technical failures. Any failure of the electronic system could delay the appointment of practitioners and, in turn, prolong proceedings. It also remains unclear how objective the scoring system will be and whether it could lead to further abuse by practitioners themselves.

Outlook: what businesses and the courts can expect

The law’s main provisions will come into force in July 2027. Rules on auctions of high-value lots and the sale of a share in jointly owned property will take effect in January 2028; provisions on the register of insolvency practitioners and the scoring system will take effect only in January 2030. Bankruptcy proceedings commenced before the amendments come into force will be completed under the old rules, but the new rules will apply to the case after those proceedings end.

It is difficult to assess how effective the new mechanisms will be, since their success will depend on the circumstances of each case, the viability of the company and the realism of its debt restructuring plan. One thing is clear: the legislature has chosen to focus on saving businesses rather than liquidating them. In practice, however, any new insolvency tools carry a risk of abuse. The key question is whether courts and insolvency practitioners will be able to combat it effectively.

What businesses can do now: consider a strategy for responding to the first signs of financial difficulty. It is better to negotiate with creditors and use restructuring mechanisms before full bankruptcy proceedings begin. Ignoring the new rules may lead to even more serious consequences than before.

What creditors can do: develop internal criteria for supporting or rejecting restructuring plans and comprehensive restructuring agreements. This will help avoid a situation where a decision that initially appears beneficial instead delays proceedings and leads to the loss of assets.

In any event, the reform has been launched, and practice will show how effective its mechanisms prove to be. The first two or three years after the law comes into force will serve as a testing period that will shape the future development of Russia’s bankruptcy framework. The reform’s success will depend not only on the quality of the legislation, but also on whether all market participants—including judges, insolvency practitioners, creditors and debtors—are ready to operate under the new conditions and adapt to changing rules.

Drone Attacks on Wildberries Warehouses: Legal Analysis and a Defence Strategy for Sellers

July 2026 permanently changed the rules of the game in Russian e-commerce. A series of drone attacks on Wildberries logistics facilities in the Moscow, Tambov and Leningrad Regions, Krasnodar Territory and Crimea destroyed goods worth tens of billions of roubles. Thousands of sellers faced a legal crisis: relying on an updated offer, the marketplace declared the events force majeure and effectively refused to compensate their losses.

However, classifying a drone attack as force majeure does not automatically leave a seller without recourse. Russian law and emerging court practice give sellers real prospects of defending their rights, but they need to understand the legal mechanics of what happened and follow a clear plan. This article examines the legal rules sellers can rely on, why the new offer clause will not always work against them, and how to build a strategy for recovering losses.

Amendment to the offer: timeline and legal significance

The date is the main legal surprise for sellers. On 7 July 2026, Wildberries brought Offer No. 98 into effect, adding to section 11.3.4.1 on force majeure a clause classifying as force majeure “any consequences of the use, impact, fall, launch or operation of weapons, military equipment, aircraft, including UAVs, means of destruction, ammunition and parts thereof, as well as shelling and explosions”. The previous version, Offer No. 97, which was in force from 18 June to 6 July, contained no such list.

Why did the marketplace do this? Evidently, it sought legal protection in advance, 11 days before the first attack, by shifting military risks onto sellers. Formally, the change appears to clarify an existing general force majeure clause. However, this provision should not apply to sellers whose goods had been accepted into a warehouse before 7 July. The reasons are as follows.

Under Article 425 of the Russian Civil Code, a contract takes effect and becomes binding on the parties when it is concluded. A contract may apply to relations that arose before it was concluded only by agreement between the parties. In the case of the Wildberries offer, the terms were changed unilaterally, without the seller’s consent. The new offer therefore cannot have retroactive effect. If your goods were accepted into a warehouse before 7 July 2026, the rules of the old Offer No. 97 apply; drone attacks were not expressly listed there as force majeure. This is one of the key arguments in court, and it has already been supported in commercial court practice. For example, in Case No. A41-35896/2023, the court held that a marketplace could not unilaterally amend its offer terms retroactively.

Force majeure under the law: requirements of the Civil Code and the Supreme Court

To assess the validity of Wildberries’ position, consider Article 401 of the Russian Civil Code. It releases a business from liability if it proves that proper performance became impossible because of circumstances that were both extraordinary and unavoidable. Resolution No. 7 of the Plenum of the Russian Supreme Court dated 24 March 2016 explains these two criteria. “Extraordinary” means an event outside the ordinary risks of life and unusual in the circumstances. “Unavoidable” means that no participant in commercial dealings acting with the same level of care and diligence could objectively have avoided the event or its consequences.

In a letter dated 29 January 2026, the Russian Chamber of Commerce and Industry did classify drone attacks as force majeure. That opinion, however, does not bind the court. Courts assess each case individually, and two points matter here.

The first is the burden of proof. Article 401(3) of the Civil Code expressly places the burden of proving force majeure on the debtor—in this case, Wildberries. The marketplace must provide more than general certificates confirming that an attack took place; it must prove that this particular event made it impossible to preserve this particular seller’s goods. If some goods went missing during evacuation, stocktaking or transfer to another warehouse, that is an ordinary inventory shortage, not force majeure, and the custodian remains liable under the general rules.

The second is causation. The fact that an attack occurred is not enough to release the marketplace from liability. It must confirm that the lost goods were at the affected location at the time of the attack. If Wildberries cannot do so, the force majeure defence will fail. Court practice on this issue is not yet consistent. For example, in Case No. A40-282196/2025 concerning an oil depot fire, the court recognised a drone attack as force majeure. In other cases, however, courts have refused to apply Article 401 of the Civil Code where there was no direct link between the event and the specific breach.

There is therefore no automatic release from liability. The marketplace will have to prove each relevant fact, and the seller may challenge its evidence, especially if there are grounds to believe that the goods were lost for another reason.

Challenging offer terms as manifestly onerous

It is also worth considering whether the new offer clause can be declared invalid under Article 428 of the Civil Code. The Wildberries offer is a classic contract of adhesion: sellers could not negotiate its terms and could only accept it as a whole. If a term is manifestly onerous to the adhering party and deprives it of what it could reasonably expect when entering into the contract, that party may seek to have the contract terminated or amended.

Adding a provision that fully releases the marketplace from liability for military risks significantly upsets the balance of interests. A seller handing goods over to a warehouse expects the custodian to keep them safe using professional measures. Shifting all the consequences of drone attacks to the seller, who had no ability to influence this term, may amount to an abuse of rights. Courts may find the term invalid, particularly if it is proved that the marketplace failed to take reasonable measures to protect its warehouses physically—for example, by installing anti-drone netting, electronic warfare systems or other measures whose necessity has been raised by experts. This argument is already being used in legal practice and may give sellers an additional advantage.

What court practice shows: lessons from the Shushary fire

The closest analogy is the major fire at a Wildberries warehouse in Shushary in January 2024. The marketplace also relied on force majeure and paid sellers only 2–5% of their losses; sellers sought to recover the balance through the courts. The outcomes were mixed: courts of first instance more often sided with sellers and awarded the full value of the goods where purchase documents were available, while appeal courts were less predictable.

A fire is, of course, an ordinary accident, whereas a drone attack is a different kind of event. The legal framework is nevertheless similar: the marketplace invokes force majeure, while the seller challenges that defence by pointing to the lack of a causal link or the custodian’s failure to take necessary measures. In the fire cases, courts required Wildberries to document the loss of each specific item. Where it could not do so, courts awarded damages. This precedent offers hope in the current situation: if a seller can prove that the goods were handed over and establish their value, while the marketplace cannot prove a direct link to the attack, the prospects of a successful claim are strong.

A practical defence plan for sellers

Based on the above, sellers can follow these steps to protect their interests as fully as possible.

First, preserve the evidence. Download all warehouse stock reports for dates before the attack, take screenshots of the seller account showing product SKUs and quantities, and keep both versions of the offer (Nos. 97 and 98). Most importantly, collect purchase documents: universal transfer documents, delivery notes, invoices and payment orders. Without them, the court will not see the actual loss, and recovery will be impossible.

Second, submit a written claim. Send it through the WB Partners account, specifying the supply number, warehouse, SKUs and acceptance date. Ask for the batch status, inventory results and the grounds for writing off the goods. Keep all communications in writing; this will create an evidential record for settlement discussions and any later court proceedings.

Third, notify the insurer. If the seller has insurance for the goods, the insurer should be notified of the insured event immediately. The notice period is often limited to three days. Check whether the policy covers sabotage or terrorist acts: many insurers exclude such events, which may make this route unavailable.

Fourth, calculate the claim. Include the purchase price of the goods and the costs of logistics, packaging and labelling. Lost profits are difficult to recover because the offer usually excludes them. However, interest on a loan taken out to purchase the goods may be included if a direct link to the loss can be established.

Fifth, prepare and file a claim. If Wildberries rejects the claim or ignores it, bring proceedings in the commercial court. The main arguments are that the goods were accepted before 7 July and the new offer does not apply to them (Article 425 of the Civil Code); the marketplace has not proved a direct causal link between the attack and the loss of these specific goods (Article 401); and the force majeure clause is manifestly onerous (Article 428). Purchase documents and evidence of actual loss (Article 15 of the Civil Code) will materially improve the prospects of a favourable judgment.

Insurance and voluntary payments: alternative options

Sellers may also seek insurance proceeds, although the position is difficult. According to the Association of E-Commerce Market Participants (AUREC), only 5–7% of sellers have insurance policies, and only 10–20% of those cover risks related to sabotage or military action. Most insurers either exclude such risks or charge substantially higher premiums. For example, Sber Insurance does not cover UAV-related losses, while Sogaz expressly excludes terrorist acts in border regions. Even if a policy covers sabotage, payment may require official recognition of the event as a terrorist act, which can delay the process for many months.

Wildberries has also announced voluntary support measures, including phased payments to small businesses, storage discounts and deferrals. Lawyers warn, however, that these payments do not amount to an admission of legal liability and may be discontinued at any time. For large consignments and substantial sums, court proceedings remain the only reliable option. AUREC’s proposal to introduce collective insurance for goods through marketplaces looks promising, but for now it is only a proposal.

Conclusion

Drone attacks on Wildberries warehouses have challenged not only logistics but also the entire system of legal relations between marketplaces and sellers. The legal position adopted by the platform puts sellers at a clear disadvantage, but that does not mean that a defence is impossible. Understanding the relevant dates, Civil Code provisions and court practice makes it possible to build an effective strategy.

Sellers whose goods were accepted before 7 July 2026 should rely actively on the argument that the contract amendment has no retroactive effect. Those whose consignments arrived later should focus on challenging the onerous offer terms and requiring the marketplace to prove causation. In every case, the key is to collect all available documents, record the loss and follow the required process: first submit a claim, then go to court.

The e-commerce market is only beginning to grasp the scale of these new risks. Although court practice concerning drone attacks is still developing, an honest seller who knows the law has a real chance of defending their rights. Force majeure is not a final verdict; it is a circumstance that must be proved, and the burden of proof lies with the marketplace.

Protecting Transactions in Bankruptcy: Why Good-Faith Purchasers Are No Longer Untouchable

Russian insolvency law has historically sought to balance the debtor’s interest in being released from debt against creditors’ interest in maximising the insolvency estate. In recent years, however, the direction has changed. Court practice and legislative trends show a consistent shift in favour of creditors. For lawyers advising on transactions, this means one thing: good-faith purchaser status is no longer an unconditional shield. Assets acquired under documents that appear formally sound are increasingly recovered for the insolvency estate of a bankrupt seller, and protecting a purchaser’s rights has become a complex, multi-stage process.

Why is this happening? Insolvency practitioners and creditors are actively using avoidance proceedings against suspicious transactions, extending suspect periods and lowering the evidential threshold. In these circumstances, the traditional risks—buying from a “shell” company or paying an undervalue—are joined by new ones: a transaction may be held invalid under Article 177 of the Civil Code because the seller was unable to understand the significance of their actions, and the purchaser may be presumed to have known about the seller’s problems.

This article examines the grounds most often used today to challenge transactions with bankrupts, why even the most conscientious conduct may leave a purchaser without either the asset or the money, and, above all, how to develop an effective preventive strategy.

How the approach has evolved: from protecting possession to maximising creditor recoveries

Five to seven years ago, a good-faith purchaser could rely on court protection with relative confidence. The main focus was Article 302 of the Civil Code: if the purchaser did not know and could not have known that the disposal was unlawful, recovery of the asset was very difficult. Bankruptcy practice has since taken a different path. The main tool is no longer a proprietary claim for recovery of property, but the avoidance of transactions under the special bankruptcy grounds in Chapter III.1 of Bankruptcy Law No. 127-FZ.

The key change is that courts no longer treat setting aside a transaction as an exceptional remedy. It has become a routine means of replenishing the insolvency estate. Whereas an insolvency practitioner previously had to prove a combination of suspicious features, courts now often presume that the purchaser knew about the seller’s financial difficulties. The statistics are stark: the number of avoidance applications grows every year, and the overwhelming majority are granted.

A new standard of conduct has effectively emerged for market participants: purchasers must show not merely reasonable, but heightened, diligence. It is not enough to check an extract from the Unified State Register of Real Estate (EGRN) and confirm that the seller is the owner. Purchasers need to conduct thorough due diligence on both the seller and the asset.

Trends in transaction avoidance disputes: the figures

The Judicial Department at the Supreme Court records a high level of activity in this category of cases. In the first half of 2024, commercial courts received 233,512 insolvency cases. Of these, 220,122 concerned individuals and 25,081 concerned legal entities.

Of the complaints considered by the courts of cassation, 16,558 related to bankruptcy cases. In 8,080 proceedings, applicants sought to invalidate sale and purchase agreements; in 6,808, construction contracts; and in 3,384, contracts for the provision of services for consideration.

Taken together, the commercial courts and courts of general jurisdiction considered 5.8% fewer transaction-avoidance cases in 2024 than in 2023. However, debtor-transaction avoidance cases in bankruptcy accounted for 92% of all transaction-avoidance cases considered by commercial courts in 2024. This shows that most disputes over the invalidity of transactions are concentrated in bankruptcy proceedings.

Since the beginning of 2024, the Supreme Court’s Judicial Chamber for Economic Disputes has considered 40 pre-bankruptcy transaction-avoidance cases on the merits. A total of 324 cassation appeals were filed, but most were dismissed without consideration.

Main bankruptcy risks for purchasers: transaction red flags

The grounds for avoiding transactions in bankruptcy can be divided into three broad groups. Each creates specific risks for a good-faith purchaser.

1. Unequal consideration (Article 61.2(1) of the Bankruptcy Law)

This is a common scenario. A transaction may be invalidated if the asset price is substantially below market value. The suspect period is one year before the bankruptcy petition is accepted. The main question is what counts as a substantial undervalue. A review of court practice suggests the following indicative thresholds:

• An undervalue of up to 20% is most often considered acceptable, reflecting market fluctuations, and courts reject avoidance claims.
• An undervalue of 20–40% is a “grey area”. The outcome depends on the circumstances, including the type of asset, how quickly it was resold and whether there was a genuine commercial reason for the discount.
• An undervalue of more than 40% is almost always treated as unequal consideration, making avoidance highly likely.

For a lawyer representing the purchaser, this means that the price must be supported by documents: an independent valuation, data on average market prices for comparable assets, and an explanation for any discount, such as urgency, the condition of the asset or the size of the lot. Without this evidence, the court is highly likely to side with the insolvency practitioner.

2. Transactions intended to harm creditors (Article 61.2(2))

The suspect period is extended to three years. To invalidate a transaction, it must be proved that:

• the debtor was insolvent or had insufficient assets at the time of the transaction;
• the transaction reduced the debtor’s assets or increased its liabilities; and
• the purchaser knew or should have known of that purpose.

In practice, the purchaser’s knowledge has become almost a fiction. Courts proceed on the basis that any reasonable market participant could and should have checked the counterparty. This may include looking for debt-recovery claims in the commercial courts’ case file system, enforcement proceedings on the Federal Bailiff Service website, and notices of a creditor’s intention to file for bankruptcy published in the Fedresurs register.

An especially risky scenario is buying assets from a seller against which bankruptcy proceedings have already been opened—or even an application has been filed. In that case, it is almost impossible to rebut the presumption of knowledge. If the information was publicly available, the court assumes that the purchaser knew about it.

3. Preferential transactions (Article 61.3)

These are cases in which a debtor pays one creditor—the purchaser—before the payment falls due or ahead of other creditors waiting in line. The suspect period is one month before the bankruptcy petition is accepted, or six months if the purchaser knew or should have known that the debtor was insolvent.

This risk is less relevant to an ordinary purchaser but critical when buying assets from a legal entity already in a pre-bankruptcy state. For example, if a seller sells warehouse stock or vehicles a few weeks before filing for bankruptcy and uses the proceeds to repay a particular debt, the transaction may be challenged even if the purchaser paid the full market price.

4. Avoidance on general civil-law grounds (Articles 177 and 179 of the Civil Code)

A trend that gained momentum in 2024–2025 deserves particular attention. Claims to invalidate a transaction are now brought not only by insolvency practitioners but also by the seller itself, after bankruptcy, or by its successors under Article 177 of the Civil Code. That provision concerns a transaction made by a person unable to understand the significance of their actions.

The most striking example is the “Dolina case”, which became a landmark for the real estate market. The singer sold an apartment and later argued that she had been under the influence of fraudsters who had contacted her by phone and had not understood the consequences. The court sided with the seller: the apartment was returned, while the purchaser was left without either the home or the money, with only a claim against the fraudsters, who had disappeared.

The lesson for lawyers is that formal information in the EGRN and the seller’s apparent capacity are not enough. A court may order a posthumous or retrospective forensic psychiatric examination. If it finds that, when the contract was signed, the seller had a mental disorder—for example, an organic personality disorder of vascular or hypertensive origin—or another condition affecting their ability to understand or control their actions, the transaction may be invalidated under Article 177 regardless of the purchaser’s good faith. Under Article 181(2) of the Civil Code, the limitation period for a claim under Article 177 is one year. It begins when the claimant—the seller or successor—learned or should have learned of the circumstances supporting invalidity. In practice, this can allow a transaction made several years earlier to be challenged if the seller proves that they learned about their condition only after treatment or receipt of an expert report.

Why good-faith purchasers lose: paradoxes in court practice

It is often assumed that a purchaser who knew nothing, paid a genuine price and checked the documents should be protected. Court practice in recent years shows otherwise. Several key traps are worth considering.

Presumed knowledge

Courts have effectively placed the burden of proving good faith on the purchaser. It is not enough to say that you were unaware of the problem; you must prove that you could not have known about the defects in the transaction. This requires evidence of the checks performed: EGRN extracts; an enquiry to the Federal Tax Service about signs of the seller’s insolvency; checks of the commercial courts’ case file system and the register of notices of pledges over movable property; and, for an individual seller, medical certificates concerning mental health.

Courts state expressly that “a purchaser cannot plead ignorance if they did not request the standard set of public information”. In some cases, the requirements go to extremes, such as checking with neighbours or studying the full history of title transfers for ten years. Nevertheless, this is the direction of established court practice.

Gifts versus cash payments

The form of payment is another major risk factor. Cash transactions attract close scrutiny. An insolvency practitioner may argue that there is no documentary proof of payment, so the transaction was gratuitous or sham. A receipt from the purchaser may not be accepted as adequate evidence because it can be forged, unlike a bank statement. The transaction may then be avoided.

Rule: a cashless payment or depositing the money with a notary through escrow is not merely a recommendation; it is an essential part of a safe transaction structure. An ATM receipt or bank statement is evidence the court will accept without further questions.

Chains of transactions and the final purchaser’s good faith

If an asset has been resold several times and an earlier transaction in the chain is invalidated, the final good-faith purchaser is still not protected from recovery of the asset. A court may apply the principle that the property left its owner’s possession against the owner’s will. If the original owner proves that they did not consent to the disposal—for example, because of deception, fraud or incapacity—the asset may be recovered from any subsequent purchaser, even one who acted in the utmost good faith and paid full market value.

This is the direct rule in Article 302 of the Civil Code, and it applies fully in bankruptcy cases.

A new trend: challenging transactions beyond the suspect period

One of the most significant developments in 2024–2025 has been the expansion of the practice of challenging transactions made long before bankruptcy proceedings began, outside the formal three-year suspect period established by Article 61.2 of the Bankruptcy Law.

Court practice on invalidating debtor transactions in bankruptcy under the general provisions of the Civil Code (Articles 10 and 168) is gradually shifting in creditors’ favour. Courts are beginning to look at abuses involving assets more broadly than the formal limits of the Bankruptcy Law suggest, applying the Civil Code’s general invalidity rules for the benefit of creditors of insolvent debtors.

Until recently, transactions made long before bankruptcy proceedings were relatively protected because the rules on suspicious transactions were applied formally: only transactions made within three years before the proceedings began could be challenged on that basis.

Recent practice shows that transactions clearly intended to conceal or remove assets are losing that protection, even if they fall outside the three-year period. This approach helps creditors respond more effectively to debtors who prepare for bankruptcy in advance and try to move assets well before the proceedings start.

A substantial undervalue—more than 40%—is one of the key indicators of a purchaser’s bad faith. In its ruling of 28 April 2022 in Case No. A41-70837/2017 (No. 305-ЭС21-21196), the Supreme Court explained that a multiple, 3.7-fold undervalue should cause any good-faith and reasonable purchaser to question the lawfulness of the disposal. The Court concluded that a purchaser may be presumed to have known of the seller’s signs of insolvency if the asset price deviated substantially from market value and the purchaser did not check the counterparty’s financial position or confirm their own financial ability to make the purchase.

In a number of cases, courts have invalidated transactions involving a 25–30% undervalue where additional aggravating circumstances were present, such as affiliation between the parties, a sale during obvious insolvency, or no reasonable commercial justification for the discount. One example is Case No. A37-1400/2023, in which the Commercial Court of the Far Eastern District, overturning the lower courts’ decisions, held that it was premature to find an undervalue without properly analysing market conditions. In another case considered by the Supreme Court, an apartment sold for RUB 5 million when its market value was RUB 9.37 million—an approximately 46% difference—was held to have been sold at a substantially undervalued price. The courts accepted an expert report that found no objective characteristics to justify such a large discount.

Practical safeguards: how to reduce risks before signing a transaction

The modern strategy for protecting land assets, as illustrated by cases involving seizure, can be applied by analogy to bankruptcy: preventive work is more important than litigation. Lawyers advising on a transaction should follow these steps.

Check the seller and the asset

• Search public registers: the Unified Federal Register of Bankruptcy Information (EFRSB) for bankruptcy cases and notices of intent; the commercial courts’ case file system for debt-recovery claims; and the Federal Bailiff Service database for enforcement proceedings.
• For a legal entity, review three years of financial statements through the Federal Tax Service’s Transparent Business service. A sharp decline in assets and an increase in accounts payable are warning signs.
• For an individual, with the seller’s consent, obtain certificates from psychiatric and addiction-treatment clinics, and check for court decisions declaring the person legally incapacitated or partially incapacitated.
• Review the EGRN extract for frequent title transfers, encumbrances and court disputes.

Document the transaction price

Obtain an independent valuation for assets of substantial value. The valuation report should be dated close to the date of the transaction.

If the price is below market value, the agreement or a separate appendix should set out a detailed commercial explanation, such as “due to hidden defects”, “because major repairs are required” or “because the seller urgently needs liquidity”. Courts may treat the absence of such an explanation as evidence of unequal consideration.

Choose the payment method and prove that funds were transferred

Cashless payment should be the preferred method. A bank statement showing that funds were debited from the purchaser’s account and credited to the seller’s account is conclusive evidence that the transaction was for consideration.

If cash payment cannot be avoided, arrange for:

• the seller’s receipt to be notarised;
• a bank statement showing that the purchaser withdrew the relevant amount within a reasonable period before or after signing the agreement; and
• witnesses to be present when the money is handed over.

Include representations and liability provisions

The sale and purchase agreement should include the following seller representations under Article 431.2 of the Civil Code:

• there are no signs of insolvency or insufficient assets;
• no bankruptcy case has been opened and no bankruptcy application has been filed and accepted;
• there are no unsatisfied court judgments for debt recovery; and
• the seller has full legal capacity and can understand the significance of their actions.

Consider including a remedy for inaccurate representations. For example, the seller could be required to pay the purchaser a contractual penalty equal to 100% of the contract price if the transaction is invalidated on grounds related to circumstances about which the seller made an inaccurate representation. Such a term acts as security: it does not prevent recovery of the asset, but creates an additional economic deterrent.

Use notarisation and record the seller’s intention

Notarisation, in addition to meeting statutory requirements in certain cases under Article 54 of the Federal Law “On State Registration of Real Estate”, provides:

• a notary’s assessment of the parties’ legal capacity and whether the seller’s stated intention matches their actual wishes; and
• an evidential record for future litigation, such as the transaction protocol and an audio or video recording.

It is also advisable to make an independent video recording of the entire signing process, including questions to the seller about their health, understanding of the transaction and whether they are acting under pressure.

Obtain title insurance

For high-value real estate, title insurance is a standard due diligence measure. The policy should cover the risk of losing title if the transaction is invalidated on bankruptcy grounds or under Article 177 of the Civil Code. Insurers generally conduct their own legal review, providing an additional safeguard.

How to defend a transaction in court

If a transaction is already being challenged, the purchaser must prove three things:

1. That the transaction was for consideration and the price was adequate. Provide payment documents and evidence of the purchaser’s financial ability, such as tax returns, income certificates and loan agreements.
2. That the purchaser did not know about the seller’s bankruptcy. Submit evidence that public registers were checked before the transaction, such as dated screenshots of EFRSB and the commercial courts’ case file system.
3. That the transaction was ordinary. A purchaser may argue that the acquisition was consistent with the company’s ordinary business activities or, for an individual, ordinary personal needs. Avoid evidence of unusual terms, such as lengthy deferrals, non-standard payment methods or affiliation between the parties.

In a challenge under Article 177 of the Civil Code, the main defence is to rely on notarisation, which means the notary checked the seller’s capacity, and on video footage showing that the seller behaved appropriately. Objectively, however, the prospects of success in this category of dispute are low if a forensic psychiatric examination finds that the seller had a disorder.

Summary and outlook

Current insolvency regulation is characterised by a steady expansion of the grounds for avoiding debtor transactions and a lower evidential threshold for insolvency practitioners. A purchaser’s good faith is no longer enough on its own to defeat a claim; it must be demonstrated through concrete checks of the seller and the asset.

A preventive strategy should include reviewing public registers, documenting the price, making cashless payments, notarising the transaction and recording the seller’s intention, including representations in the agreement and obtaining title insurance.

The legal community should recognise that a clean-looking EGRN extract no longer guarantees that an acquired asset will be safe. Purchasers need to conduct full due diligence on the seller, comparable in depth to the analysis carried out in bankruptcy monitoring. Ignoring these risks creates a high probability that the asset will be returned to the insolvency estate and the purchaser will lose both the asset and the money paid for it.

AI in Court: Can Artificial Intelligence Replace Lawyers and Judges?

Artificial intelligence is rapidly changing the legal profession. A few years ago, neural networks were seen as a technological novelty; today they are used to draft contracts, analyse court practice, prepare procedural documents and conduct legal research.

Against this background, questions are being asked more and more often: can AI replace lawyers? Could a “robot judge” become a reality? Where is the line between a useful tool and a genuine threat to justice?

In 2026, these questions ceased to be purely theoretical. Russian courts have already encountered the consequences of using neural networks in legal work.

How the use of a neural network led to a court fine

One of the most widely discussed cases in recent months involved a company that used AI to draft a cassation appeal.

The document cited decisions of the Supreme Court and commercial courts. During the proceedings, however, it emerged that some of the cited decisions did not exist. The neural network had invented several judgments in their entirety, while some of the other citations had no connection with the subject matter of the dispute.

The company’s representative later admitted that the appeal had been prepared with AI and that the citations had not been checked separately.

The court treated this conduct as disrespect for the court and imposed a fine of RUB 50,000.

The case was a first major warning to the legal community: AI may be used, but a person remains responsible for the contents of every document.

Why neural networks still make mistakes

The main problem with modern language models is that they do not verify facts in the way a person does.

A neural network does not look up an answer in a database of legislation or court decisions. It generates the most probable text based on the vast amount of information on which it was trained.

As a result, AI may confidently cite non-existent articles of legislation, invent case numbers or attribute conclusions to judges that they never reached.

In professional circles, these errors are known as “AI hallucinations”.

For everyday use, this may not be critical. In legal work, however, such errors can have serious consequences, from losing a case to court sanctions.

That is why every document prepared with AI requires careful verification.

Can you win a case with the help of artificial intelligence?

The law does not formally prohibit the use of neural networks to prepare legal documents.

Indeed, many law firms have already incorporated these technologies into their work. AI helps to:

• analyse large volumes of documents;
• find court practice;
• draft contracts;
• prepare claims and statements of claim; and
• organise case materials.

In some cases, a neural network can reduce the amount of routine work several times over.

It is important to understand, however, that winning a court dispute through AI alone is impossible.

Litigation involves more than finding legislation and court practice. It requires strategy, work with evidence, negotiations, risk assessment and an understanding of the court’s position.

No technology can yet replace professional legal analysis.

How Russian courts are already using artificial intelligence

At the same time, it would be wrong to say that AI is entirely absent from the judicial system.

The technology is gradually being introduced into the work of the courts and already helps with a range of technical tasks. AI is currently used for:

• automatic transcription of court hearings;
• preparing draft hearing records;
• sorting documents;
• searching court practice;
• analysing court statistics; and
• automating document workflows.

Systems for automatically recording hearings are already being tested in some regions. A neural network recognises the speech of participants and prepares a draft record, which a court employee then checks.

This can significantly reduce the time needed to process information and ease the workload of court staff.

International experience: how far have other countries gone?

Many countries began introducing AI into their judicial systems well before Russia.

For example, so-called “smart courts” have been operating in China for several years. AI helps analyse documents, allocate cases and prepare draft judgments.

In the United States, algorithms are used to assess the risk of reoffending and help choose pre-trial measures. This practice is regularly criticised, however. Researchers point out that algorithms can reproduce errors and biases embedded in the original data.

European Union countries take a more cautious approach. European regulators have repeatedly stressed that decisions affecting people’s rights and freedoms should not be made solely by automated systems.

In most developed countries, AI is therefore treated as an assistant, not a substitute for a judge.

Which legal professions will AI change first?

Artificial intelligence is already changing the market for legal services.

Automation is first affecting areas involving large volumes of repetitive information, including:

• contract work;
• corporate support for businesses;
• analysis of court practice;
• preparation of standard documents;
• legal research; and
• internal compliance.

Tasks that used to take hours can now be completed in minutes.

At the same time, the importance of skills that remain beyond algorithms is increasing:

• negotiation;
• court representation;
• strategic planning;
• assessment of evidence;
• conflict resolution; and
• making decisions in unusual situations.

The profession of lawyer is therefore more likely to be transformed than to disappear.

Can artificial intelligence replace a judge?

The idea of fully automated justice regularly comes up in expert discussions.

At first glance, if a neural network can analyse legislation and court practice, it might seem capable of issuing judgments too.

Real justice is much more complex.

A judge assesses more than documents and legal provisions. The judge considers the circumstances of the case, the parties’ conduct, witness testimony, the parties’ good faith and many other factors.

Justice is also based on concepts such as fairness, reasonableness and proportionality. These cannot be reduced to a simple algorithm.

That is why most experts agree that artificial intelligence will not be able to replace a judge entirely in the foreseeable future.

What are the risks of using AI in the legal sector?

Errors in documents are not the only risk.

Confidentiality is a primary concern. Many users upload draft contracts, court case materials, financial documents and other sensitive information to public neural networks.

This creates a risk that the data may be leaked or used to train algorithms further.

The opacity of AI systems is another problem. Users receive an answer but often do not understand how the system reached a particular conclusion.

In the legal sector, where every position must be supported and verifiable, this is a serious limitation.

What lies ahead for the judicial system?

The role of artificial intelligence in justice is likely to expand gradually.

In the coming years, we can expect further development of:

• automatic recording of court hearings;
• intelligent searches of court practice;
• digital assistants for judges and lawyers;
• systems for analysing judicial workloads; and
• services for forecasting litigation risks.

A fully autonomous “robot judge”, however, still seems unlikely.

The judicial system of the future will most likely follow a model in which AI helps people make decisions but does not make them independently.

Conclusion

Artificial intelligence has already become part of modern legal practice and can significantly speed up the work of lawyers, businesses and government bodies. The technology cannot yet replace professional thinking, legal expertise or a human assessment of the circumstances of a case.

It is therefore more accurate today to speak not of neural networks replacing lawyers and judges, but of a new tool that helps them work faster and more effectively. As court practice in 2026 has shown, however, a person remains responsible for the outcome: for every signature, every citation to a law and every decision made in the course of litigation.

How to Patent an Invention in 2026: A Complete Guide for Businesses and Inventors

A patent is an official document that grants the exclusive right to use an invention, utility model or industrial design. It means that only the patent owner, or a person authorised by the owner under a licence, may manufacture or sell the protected item. A patent helps protect a business from unfair competition and allows it to profit from its developments.

Companies often engage inventors and engineers to develop new products, technologies and processes. Innovations can improve production, marketing, reputation and ultimately profits. To keep competitors from using those developments, a company needs exclusive rights to them.

A patent is also an asset: the owner can use it in business and defend their rights. If someone infringes those rights, the owner may bring a claim and seek compensation of up to RUB 5 million.

What can and cannot be patented

Russian law provides for three types of patentable subject matter.

Inventions

An invention may be a product, device, substance, chemical composition or process. It must be a specific, reproducible technical solution, not an abstract idea. For example, it may be possible to patent a production technology or a new chemical composition, but not the general idea of a medicine.

Utility models

A utility model protects an improvement to a device, structure or one of its components. For example, a new element that improves an existing device may qualify; the article gives a camera flash as an example.

Industrial designs

An industrial design protects the appearance of a product. Examples include the design of a sofa, the shape of a bottle or an app’s user interface.

The same product may be protected by several patents: the device itself as an invention, its components as utility models, and its appearance as an industrial design. Large companies may use this approach to strengthen their position in potential litigation.

Some subject matter cannot be patented. This includes scientific discoveries and theories, mathematical methods, teaching methods (which may be protected by copyright), and software as such. A computer program may be patentable, however, if it produces a measurable technical effect through physical, chemical or biological parameters. Plant varieties and animal breeds are covered by a separate patent system. Solutions that conflict with the public interest, humanity or morality are also excluded.

Patentability criteria

To receive patent protection, a solution must meet the applicable patentability criteria. The criteria depend on the type of subject matter.

Novelty

The solution must not already be known. Before filing, it is important to search Russian and international patent databases. An earlier publication can also prevent a patent from being granted.

Industrial applicability

The solution must be capable of practical use and must work. A perpetual-motion machine, for example, does not meet this criterion.

Originality

Originality is primarily relevant to industrial designs. The appearance must be distinctive and recognisable.

Inventive step

An invention must not be an obvious development of what is already known. Replacing a goose feather with a steel one would be an obvious change; the ballpoint pen, by contrast, was a fundamentally new solution.

The requirements differ by category: an invention must be novel, industrially applicable and involve an inventive step; a utility model must be novel and industrially applicable; and an industrial design must be novel and original.

Types of patents and their terms

A patent for an invention is valid for 20 years. For certain agricultural chemicals and medicinal products, the term may be extended by up to five years. Once the patent expires, the invention enters the public domain.

A utility model patent is valid for 10 years and cannot be extended. An industrial design patent is valid for five years and cannot be extended.

Patent rights are territorial. A Russian patent granted by Rospatent protects the owner in Russia. A Eurasian patent can cover eight countries: Azerbaijan, Armenia, Belarus, Kazakhstan, Kyrgyzstan, Russia, Tajikistan and Turkmenistan. Protection in other countries requires filing with the relevant foreign patent offices. The article advises doing so within six months of the Russian filing; inventions must also be checked for state-secret restrictions.

Step-by-step: how to obtain a patent

An individual or a company may own a patent. Preparing an application takes time and care, so many applicants use a patent attorney.

1. Check the invention

Start by assessing whether the proposed solution may qualify for a patent. Search open databases around the world to check novelty and inventive step. If the examination later identifies earlier overlapping ideas or drawings, the applicant may face a copyright claim.

2. Pay the required fees

There are three main fees: for filing and registering the application, for the substantive examination, and for registering the invention. The exact amount can be checked using the calculator on the FIPS website.

The payment receipt must state the correct purpose. The filing fee may be paid before, at the time of or after filing, but the application will not be examined until it has been paid. The examination fee may be paid at the same time as the filing fee or later.

3. Prepare the application documents

The application to Rospatent must include an application form, a description, claims and an abstract. Explanatory drawings, diagrams or images should be added where needed.

The application form identifies the applicant, provides contact details and other particulars, and states the title of the invention and the names of its authors. The applicant may be the inventor, a team or a patent attorney. If a patent attorney files the application, they must have a notarised power of attorney.

The description should set out the solution’s distinguishing features, how it can be used and how it differs from existing alternatives. It should explain the field of technology and intended use, the key features, practical applications, differences from similar or related solutions, and the practical result achieved.

The claims must state the essential features concisely. An application may contain one or more claims, each expressed in a single sentence. Depending on the subject matter, the claims may describe a device’s shape or materials, a substance’s composition, or the steps in a method. They should be clear and precise: experts rely on the claims to determine the scope of protection.

The abstract overlaps in content with the description but serves a different purpose: it helps experts understand the key features without reading the entire application. It should identify the field, explain the essence of the solution and its technical result, and provide information about the claims.

Include drawings only when they are needed to understand the invention. They are essential for mechanical devices, for example, but not for chemical compositions.

4. File the application

An application may be filed in person (in Moscow), by post or through the online services portal. Electronic filing requires an electronic signature. Rospatent sends a notice confirming receipt of the application.

How Rospatent examines an application

After filing, experts review the documents and may ask the applicant to correct or clarify information. The process has three stages.

Formal examination

Rospatent checks the documents, their format and payment of the fee. If documents are missing or contain errors, the application may be returned. If everything is in order, it proceeds to the next stage. Formal examination may take up to two months.

Substantive examination

The examiner checks novelty and the other patentability requirements, including through a search of global databases. The examiner may ask questions. The applicant may respond by explaining the original application, but cannot add new information. This is usually the longest stage, particularly for complex inventions.

Publication and registration

If no decision to grant a patent has been made within 15 months, the application details are published. The applicant’s details and the claims are made public. This rule does not apply to utility model and industrial design applications.

A patent is granted only after all three stages have been completed successfully. It may be collected from Rospatent. Information about issued patents is available online through FIPS and the register.

The process may take up to six months for a utility model, up to a year for an industrial design and up to 18 months for an invention. Complexity and examination backlogs can extend these timeframes.

How much does it cost to obtain a patent?

The article lists the following fees:

• Filing and formal examination: RUB 4,000, plus RUB 1,000 for each claim above 10.
• Substantive examination: RUB 14,000, plus RUB 10,000 for each independent claim after the first.
• Registration, publication and issue of the patent: RUB 10,000.

Electronic filing gives a 30% discount.

Exemptions are available to Second World War and combat veterans, and to former underage concentration-camp prisoners recognised as disabled. Reduced fees are available to people with disabilities, pensioners, accredited students, scientists and teachers under 35, individual inventors applying alone, state research and educational institutions, and small businesses. Applicants must provide documents confirming their eligibility.

If a fee is paid late or in an insufficient amount, the application may be deemed withdrawn. Pay each fee on time and in full.

Special cases: trade secrets and international protection

While an application is pending, similar inventions may appear. If confidentiality is important, the article recommends protecting the development as a trade secret: identify the relevant documents, mark them confidential, adopt an internal policy, restrict access to authorised people and have them sign non-disclosure agreements. Others should be allowed to review the materials only on the premises and after signing an acknowledgement.

For international protection, the article recommends filing abroad within six months of the Russian application to preserve priority. Rospatent checks whether the invention contains state secrets; a secret invention cannot be taken abroad.

Where to find patent information

Rospatent maintains open registers of patents and applications, including their status and copies of documents. Current information is available from FIPS.

The official “Inventions and Utility Models” bulletin is published daily, and at least three times a month; the “Industrial Designs” bulletin is published monthly. If an application passes formal examination, it is published after 18 months.

Searches can be made by document number, bulletin date or International Patent Classification (IPC) code. Some databases provide full text, while others provide only abstracts. Full-text databases contain all documents. Abstract databases contain only the title, bibliographic details, abstract and claims, and sometimes a drawing. Access to the complete database may require registration or payment; the fee may depend on the number of search queries.

Key points to remember

A patent can protect a business’s intellectual property, prevent competitors from using a solution, support commercial returns and provide a basis for court action. The article states that compensation may reach RUB 5 million.

The process involves checking novelty, preparing an application with a description, claims and any necessary drawings, paying fees, and passing formal and substantive examination. Depending on the type of patent and the complexity of the application, the process may take from six to 18 months.

Using a patent attorney can help with the process. Applicants filing on their own should check the requirements, search global databases and track deadlines. Electronic filing offers a 30% discount and can speed up registration.

Patent rights apply only in the countries where protection has been obtained. To seek protection abroad, file within six months. If disclosure during examination could harm the business, consider protecting the development as a trade secret.

Account Freezes under Federal Law No. 115-FZ: How Businesses Can Protect Their Money and Get Off the Blacklist

In 2026, a frozen bank account is no longer an extraordinary event for Russian businesses. Entrepreneurs need to be prepared to open their online banking app in the morning and see a message saying that access is restricted. Banks, given broad powers to combat money laundering and fraud, may impose restrictions faster than tax authorities issue notices about tax arrears.

The problem is that many business owners do not know why their account was restricted or which law the bank is applying: Federal Law No. 115-FZ or No. 161-FZ. The distinction determines the response. In one case, it may be enough to confirm a transaction; in the other, the business may need to demonstrate that its entire operation is legitimate. This article explains the steps involved.

Why a bank may freeze an account in 2026

The law gives banks two very different grounds for restricting transactions. Confusing them can lead to the wrong defence strategy.

The first scenario falls under Federal Law No. 161-FZ, “On the National Payment System”. It applies when fraud or account compromise is suspected. Examples include a login from an unfamiliar device, a transfer to details on the Central Bank’s blacklist, or a transaction that differs sharply from the customer’s usual behaviour in amount, timing or location. Under Law No. 161-FZ, the bank restricts a particular transaction, not the entire account, and only for two days. If the customer insists on making the transfer, the bank must process it, provided the recipient is not on the blacklist.

The second scenario falls under Federal Law No. 115-FZ, the anti-money-laundering law. The bank does not have to prove that the customer is laundering money; suspicion is enough. The bank may suspend all remote banking services, including online banking, corporate cards and e-wallets. Access to funds can be lost, and restoring it is more difficult.

The article identifies a key change in 2026: banks must tell customers not only that a restriction has been imposed, but also the specific suspicious indicator. If they do not, the customer may complain to the Central Bank.

Transactions banks may consider suspicious

Banks do not disclose all their criteria because they are commercially confidential. Public Central Bank information and court practice nevertheless point to five common triggers.

1. Transit activity (“perpetual zero balance”). Money arrives and is transferred out in full on the same day. A genuine business normally has operating expenses, payroll and rent. If the account is emptied after every cycle, automated monitoring may treat it as a transit account used to cash out funds.
2. A tax gap. Millions of roubles pass through an account, while only a small amount of tax is paid, or taxes are paid from an account at another bank. The monitoring system may flag the apparent discrepancy. The article says that in 2026 taxes should be paid from each account in proportion to its turnover.
3. Cash withdrawals. Regular withdrawals of large amounts, especially soon after a counterparty’s payment arrives, may look like cashing out. The article identifies withdrawals exceeding 30% of weekly turnover as a critical threshold. A sharp change in behaviour can also trigger questions—for example, moving from RUB 20,000 a month to RUB 300,000 every week.
4. An OKVED mismatch. Paying for construction materials when the company’s main activity is consulting is not prohibited, but the bank may view the payment as inconsistent with the company’s profile. The article describes such payments as a common reason for restrictions on small businesses in 2026.
5. High-risk counterparties. A company may be restricted after receiving money from an organisation in the red risk category of the Central Bank’s “Know Your Customer” platform. Examples cited include a mass-registration address, zero reporting and no employees. The article stresses the importance of due diligence on counterparties.

How to respond to a bank’s request

Ignoring a bank’s request or sending a perfunctory reply is risky. If the bank does not receive a clear explanation, it may refer the information to Rosfinmonitoring, potentially leading to restrictions and difficulties opening accounts at other banks.

Step 1: Find out exactly what the bank needs. The notice should state the grounds for the review and list the documents requested. If the account manager gives only vague explanations, ask for a written explanation identifying the specific suspicious indicators.

Step 2: Show that the business is genuine. Sending only contracts is a common mistake: a contract alone does not demonstrate the commercial substance of a transaction. Provide invoices, delivery notes, completion certificates and transport documents. In complex cases, correspondence with the counterparty, product photographs or access to warehouse CCTV may also help.

Step 3: Meet the deadline. The article says customers are usually given three to seven working days to respond. Send the documents through the bank’s official channel, such as online banking or its document-management portal. Emails to an account manager may be lost or may not be recorded as an official response.

The article states that if a customer fails to provide requested documents, the bank may terminate the agreement unilaterally. It further warns that opening an account at another major bank may then be impossible for at least a year.

How to access funds if an account is already frozen

Even where services have been suspended under Law No. 115-FZ, the article describes several lawful ways to access funds.

Mandatory payments. A restriction does not mean the bank has taken the money. The article says the bank must process certain payments, including taxes and insurance contributions, employee wages (if a payroll statement or register is provided), and debits under writs of execution and court orders.

A subsistence withdrawal for an individual entrepreneur. The article says amendments effective from 16 March 2026 allow people on “extremist” lists—including people listed on formal grounds under Law No. 115-FZ—to withdraw an amount equal to the minimum wage for each family member to cover basic living needs. This may provide limited support while the restriction is being challenged.

A reserve account. The article recommends maintaining a primary account for regular operations and a reserve account at another bank, preferably one with a different compliance approach. If the primary account is restricted, the business can redirect counterparties to the reserve account. A restriction at one bank does not affect accounts at others unless the customer has been placed on a nationwide Central Bank blacklist.

How to challenge a bank’s refusal

If the customer has provided the documents but the bank still refuses, the article sets out three levels of review.

1. Apply to the same bank again. A bank may reconsider its decision if the customer provides new documents or additional arguments. The article says the bank has seven working days to review a statement disputing the restrictions.
2. Apply to the Interdepartmental Commission (IDC). The IDC was created to resolve disputes under Law No. 115-FZ. The article says it considers applications within 20 working days and that a decision in the customer’s favour is binding on the bank and the Central Bank. The IDC considers refusals to carry out specific transactions. If online banking has been restricted but the bank is still willing to process written instructions at a branch, the article says the IDC cannot help; the customer must negotiate with the bank or go to court.
3. Go to court. This is described as the longest route, taking two to six months. The article says courts have increasingly sided with businesses that can show genuine operations and no intent to launder money, particularly where restrictions were imposed automatically by formal scoring systems without regard to the company’s circumstances.

How to reduce the risk of an account freeze

The article recommends several preventive steps for businesses in 2026.

• Do not leave the account at zero every day. A zero balance may look like transit activity; keep a reasonable operating balance.
• Pay taxes from each account in proportion to its turnover. A bank sees only the activity on its own accounts, so a lack of tax payments from that bank’s account may appear suspicious.
• Check counterparties using the Central Bank’s “Know Your Customer” service. The article recommends avoiding a transaction if a potential partner is in the red or yellow category.
• Handle cash carefully. Minimise large withdrawals and keep receipts, contracts and completion certificates that explain their purpose.
• Be transparent with the bank. Keep OKVED codes current, report changes to the registered address or tax regime, and respond promptly to requests.

Long-term risks if the account remains frozen

If the bank does not lift the restriction, the consequences may extend beyond that account.

The most serious risk described is placement in the red category of the “Know Your Customer” platform. The article says the Central Bank maintains a unified register available to banks across the country, making it very difficult for a listed company or individual entrepreneur to open another account.

The article also warns that e-wallets and corporate cards may be blocked after information about the decision spreads through credit history bureaux and refusal databases. It says this may leave a business without cashless payment facilities within one or two months.

The bank may report the restriction and suspicious transactions to Rosfinmonitoring, and the information may reach the Federal Tax Service. This could prompt a tax audit, particularly if the concerns involved cash or transit payments. The article notes that an account freeze is not itself a fine, but may prompt questions from inspectors.

If the restriction was imposed under Law No. 161-FZ, the customer’s details or card may have been added to the Central Bank’s database. The article says no bank can process transactions using those details while they remain listed. To seek removal, submit an application through the bank or directly to the Central Bank. The review period is stated as 15 working days; a refusal may be challenged in court.

What if no bank will open an account?

The article identifies three possible routes, each with limitations.

Try a bank with simplified compliance. Some small regional banks or credit institutions serving higher-risk customers may consider an application. The article cautions that fees may be higher and the bank may require complete disclosure of business records, including primary documents for major transactions.

Consider changing the legal form. An individual entrepreneur might close the business and register a limited liability company, or an LLC might close and the owner register as an individual entrepreneur. The article says restrictions do not automatically transfer to a new legal entity, but warns that banks may identify links through common founders, addresses or activities. Changing the legal form alone may not solve the problem if the business profile remains the same.

Bring a court claim. The article describes court proceedings as costly and slow, but potentially the only way to remove restrictions and clear entries in Central Bank and Rosfinmonitoring lists. It states that a bank and the Central Bank must comply with a favourable court decision within one working day.

The article strongly warns against using a nominee director, a front person or a company bought with a “clean” history. It claims that banks can identify beneficial owners and that the arrangement may lead to renewed restrictions and law-enforcement scrutiny.

A brief guide for business owners in 2026

The article’s central point is that businesses should be ready to demonstrate their good faith. Unusual transactions, unchecked counterparties, sudden increases in cash withdrawals and an empty overnight balance may trigger a review. Keep clear records, maintain a reserve account and understand the available review procedures. An account freeze need not end a business, but it is easier to address before it occurs.

Working with Self-Employed Contractors in 2026: How Businesses Can Avoid Reclassification of Contracts

Since February 2026, Russia has used an updated system for monitoring companies that engage self-employed contractors. The Federal Tax Service (FTS) and interdepartmental commissions combating illegal employment now use two levels of risk assessment: annual and quarterly. In autumn 2026, legislation on the platform economy is also due to take effect, further restricting long-term engagements arranged through digital services.

Businesses should review how they document civil-law contracts with payers of professional income tax (PIT) to reduce the risk of additional tax assessments, penalties and litigation.

New monitoring criteria: quarterly and annual reviews

The article identifies Ministry of Labour Order No. 657n of 19 November 2025, amending Order No. 40n and effective from 16 February 2026, as the main change. It introduces two levels of criteria for selecting companies whose information may be sent to regional commissions.

Annual monitoring looks for systematic use of self-employed contractors. The FTS sends information about companies that meet all three criteria: they work with more than 35 self-employed people; pay each of them an average of more than RUB 35,000 a month; and have an average relationship lasting more than three months. These factors may indicate an ongoing arrangement, though not necessarily a sham one.

Quarterly monitoring targets a specific pattern: dismissing employees and then engaging them as self-employed contractors. The thresholds are lower. The company must engage at least 10 people, pay each more than RUB 25,000 a month, and have employed those people during the previous quarter. The combination triggers a review. Meeting the criteria does not automatically establish a violation, but may lead to a detailed review by a commission.

According to statistics cited in the article, possible substitution of employment relationships was identified for 182,000 people out of 14.6 million registered self-employed taxpayers (1.25%). The Ministry of Labour reportedly found violations at 84% of the companies it inspected. The article presents this as evidence of common employer errors rather than a systemic crisis in the self-employment regime.

Regional commissions: process and consequences

Interdepartmental commissions to combat illegal employment operate in every region. They include representatives of the Federal Labour Inspectorate (Rostrud), the FTS, the Social Fund of Russia, the prosecutor’s office and regional authorities.

The process described in the article involves collecting information from tax authorities and public sources, conducting a preliminary review, summoning the employer to provide explanations, considering the case and issuing a decision that must be acted on.

A notable feature of 2026 is that the commissions have access to information protected by tax secrecy rules. This allows them to compare payments to self-employed contractors with their previous status as insured employees. If a violation is confirmed, the company first receives a recommendation to correct the situation voluntarily, either by hiring the individuals under employment contracts or changing the way they work together. If the recommendation is ignored, the materials may be sent to the labour inspectorate, and the employer may be added to a register of companies using illegal employment. The article says this can create reputational and practical restrictions, including difficulties obtaining state support or participating in tenders.

New restrictions: the Platform Economy Law from 1 October 2026

The article says that the Platform Economy Law is due to take effect on 1 October 2026, and that the Ministry of Economic Development has prepared draft regulations for technical blocking. The mechanism will affect companies engaging self-employed contractors through digital platforms.

Under the proposed mechanism described, if a company works with a contractor through a platform for more than six months and the contractor works for that customer for more than 160 hours in each month, the platform’s algorithms will automatically block further cooperation for two calendar months. The contractor may continue working for other customers, while the company may find other contractors. The measure is intended to discourage arrangements that present ongoing employment with a fixed schedule as a partnership.

The article identifies retail and wholesale trade, courier services, catering, transport, IT development and digital services as sectors most exposed to this regulation.

Five indicators that a civil-law contract may mask employment

Tax authorities and courts consider a combination of indicators when deciding whether to reclassify a civil-law contract as an employment relationship. The article refers to FTS Letter No. EA-4-15/4674 as setting out the relevant criteria for 2026.

Organisational indicators. The contractor performs the same function on an ongoing basis instead of completing one-off tasks, is integrated into the company’s operations, uses its equipment or materials, follows a set schedule, complies with internal rules and takes instructions from a manager. Another indicator is a lack of business risk: the contractor cannot influence the price, engage subcontractors or bear responsibility for the result beyond what was agreed.

Payment indicators. The contractor receives a fixed amount twice a month, regardless of the volume or result of the work. The risk is higher if all of the contractor’s income comes from one company.

Documentary indicators. The contract uses employment terminology such as “position”, “workplace”, “job duties” or “disciplinary liability”. Completion certificates describe no specific result and instead use vague wording such as “services provided for February”. The company pays travel expenses or financial assistance, or provides employment benefits such as leave or sick pay.

No single indicator automatically proves that the relationship is employment. The decision depends on the overall circumstances.

Legal and financial consequences of reclassification

If an inspection or court treats an agreement with a self-employed contractor as an employment relationship, the company may face three types of consequences.

Administrative fines under Article 5.27 of the Code of Administrative Offences. For an organisation, the article gives a range of RUB 50,000–100,000 for a first violation and RUB 100,000–200,000 for a repeat violation. For an officer, the stated fine is RUB 10,000–20,000; a repeat violation may lead to disqualification for one to three years or a fine of up to RUB 30,000. An individual entrepreneur may face a fine of RUB 5,000–10,000 for a first violation and RUB 30,000–40,000 for a repeat violation.

Additional tax assessments. The company may have to pay personal income tax (13% up to the applicable threshold and 15% above it) for the entire contract period, as well as insurance contributions of about 30%. Late-payment interest and a penalty under Article 123 of the Tax Code—20% of the tax not withheld for failure to perform the duties of a tax agent—may also apply.

Criminal liability under Article 199.1 of the Criminal Code. The article says systematic evasion of tax payments on a large scale—more than RUB 18.75 million over three years—may be punishable by a fine of RUB 100,000–300,000 or imprisonment for up to two years. For an especially large amount, stated as more than RUB 56.25 million, the penalties may include a fine of RUB 200,000–500,000 or imprisonment for up to six years.

Practical steps for safer cooperation

Tighter monitoring does not prohibit engaging self-employed contractors. The goal is to distinguish a genuine business relationship from employment. The article recommends the following measures.

• Observe the two-year restriction. Law No. 422-FZ prohibits engaging a former employee as self-employed until two years have passed since their dismissal. The article says this is easy to verify through individualised employment records and may lead to reclassification.
• Check the contractor’s status before each payment. Use the FTS’s official service and keep screenshots or downloaded records as evidence of due diligence.
• Specify a concrete deliverable. The contract should not describe the same function performed by the company’s employees. Engage a contractor for one-off or project work with a defined result, rather than regular duties.
• Avoid setting employee-style working conditions. Neither the contract nor actual practice should require a fixed schedule, attendance at a particular workplace, compliance with internal work rules or participation in staff meetings on the same basis as employees.
• Tie payment to the result. Payment should depend on an accepted deliverable, not hours worked. Avoid identical transfers twice a month, which may look like wages.
• Require a receipt for each payment. The receipt generated in the “My Tax” app is a required document. The article says that without it the company cannot account for the expense for profit tax or simplified tax purposes, and that the receipt helps show the contractor is registered under the PIT regime.
• Make completion certificates specific. Describe the result, volume and period of work, and include quantitative measures where possible. Generic descriptions such as “consulting services provided” may attract scrutiny.
• Monitor the annual income cap. If a contractor’s income exceeds RUB 2.4 million, their PIT status is automatically lost. Continued payments without withholding personal income tax may lead to additional assessments. Check the contractor’s status before significant payments.
• Encourage diversified income. If the contractor receives all income from one company over several months, the relationship may look like employment. Consider hiring them if they work exclusively for the company on an ongoing basis.
• Plan platform workloads. If using a digital platform, account for the rule described in the article: from October 2026, more than 160 hours a month for one customer over six months may lead the platform to suspend cooperation for two months. Plan breaks or distribute work among several contractors.

Outlook for the self-employment regime

The article quotes FTS head Daniil Egorov as saying there are no grounds to end the professional income tax experiment early: the regime is operating without systemic problems, and identified risks account for no more than 2% of taxpayers. It nevertheless expects targeted tightening of the rules.

The Platform Economy Law is due to take effect on 1 October 2026, with a mechanism for automatically blocking arrangements considered suspicious. The Ministry of Labour, FTS and Ministry of Economic Development are continuing to develop proposals to improve monitoring, with results expected by the end of 2026. The authorities have also begun preparing an updated concept for the professional income tax regime, taking account of possible alignment between the rules for self-employed people and individual entrepreneurs.

The Federation Council’s recommendation to end the experiment in 2026, two years ahead of schedule, was not supported by the Government. The article says that the discussion itself shows how sensitive the issue has become.

The main point for businesses remains the same: self-employment is a tool for project-based cooperation, not a way to reduce taxes by disguising employment. Following both the formal requirements and the reality of the working relationship can help businesses use this model while reducing the risk of additional tax assessments and reputational damage.

What Changes for Air Passengers from 1 March 2026: New Rules on Delays, Refunds and Airline Duties

Amendments to the Federal Aviation Rules, approved by Russian Ministry of Transport Order No. 82 of 28 June 2007, are due to take effect on 1 March 2026. They clarify how airlines must assist passengers when flights are delayed or cancelled and how ticket refunds are handled. The changes cover not only delays, but also refunds—including for non-refundable tickets—hotel and meal arrangements, seating children, passenger information and how waiting time is calculated.

The aim is to make the rules clearer for passengers. Previously, many disputes had to be resolved through complaints and court proceedings.

A delay of more than 30 minutes as grounds for a refund

One of the main changes concerns ticket refunds. Before the reform, passengers could refuse carriage after a significant delay, but the rules did not define how long a delay had to be. Airlines and passengers therefore disagreed over whether a delay of several hours entitled the passenger to a full refund, especially for a non-refundable fare.

From 1 March 2026, if a flight is delayed by more than 30 minutes from the departure time shown on the ticket, the passenger may refuse to travel. The refusal is treated as involuntary, and the airline must refund the ticket even if it was sold at a non-refundable fare.

The refund includes the fare, fuel and airport charges, other mandatory payments, and the cost of additional services that were not actually provided.

How to document a delay

Passengers may use an airline notification, a note from an airline representative, photographs of the airport departure board, screenshots of online boards, electronic messages about a schedule change, or boarding passes showing the revised time.

The article recommends documenting the delay as it happens, especially if the passenger may later seek a refund or compensation.

If the passenger takes the flight: can they claim compensation?

A refund and compensation for a delay are separate remedies. If a passenger continues with the journey, they may still be entitled to compensation. Under Article 120 of the Russian Air Code, the carrier must pay a penalty of RUB 100 for each hour of delay in delivering the passenger, capped at 50% of the ticket price.

The airline is released from liability if it proves the delay resulted from adverse weather, a threat to flight safety, a technical fault affecting safety or other circumstances outside its control. A delay does not therefore automatically result in compensation.

The article gives the example of a 2026 case in which a passenger sought non-pecuniary damages after a St Petersburg–Moscow flight was cancelled due to heavy snowfall. The court dismissed the claim, stating that flight safety takes priority over the schedule and that weather was outside the airline’s control. A passenger may still be entitled to a ticket refund in such circumstances, while additional compensation may not be available.

When airlines must provide water, food and a hotel

The amended rules set out clearer deadlines for passenger assistance.

• If the wait exceeds two hours, the airline must provide drinking water, the opportunity to make two telephone calls or send two messages, and access to a mother-and-child room for passengers travelling with children under seven. Water must be arranged no later than one hour after the two-hour threshold has passed.
• If the wait exceeds four hours, the airline must provide a hot meal. Further meals must be provided every six hours during the day and every eight hours at night.
• If the delay exceeds eight hours during the day or six hours at night, the airline must provide a hotel at its own expense, including accommodation, transport to and from the hotel, and baggage storage.

These services must be provided free of charge.

How waiting time is calculated

The rules now define the waiting period as running from the departure time shown on the ticket until boarding begins. If an aircraft makes an unscheduled landing at an alternate airport, the period runs from its arrival there until boarding begins again. The calculation matters because it determines when the passenger becomes entitled to water, food and accommodation.

Airlines must provide clearer information

Passengers have often learned only after purchase that a ticket was non-refundable or that changes would incur charges. Airlines and agents must now explain in advance, in clear terms:

• whether the ticket is refundable and what restrictions apply to the fare;
• the cost of changing the travel date and any charges that will be retained;
• how to cancel the flight and request a refund;
• which airline will actually operate the flight;
• the rules that apply if the passenger becomes ill; and
• how to obtain a refund.

The article says the change is intended to address “hidden terms” buried in lengthy fare rules.

New seating rules for children

An airline must seat a child under 12 next to the accompanying adult without an additional charge. If adjacent seats are unavailable, the passengers must be seated as close together as possible, either across the aisle or in neighbouring rows. The airline may not charge extra for this seating arrangement.

What passengers should do if their rights are breached

Passengers should photograph the departure board, keep boarding passes, request written confirmation of the delay, save receipts for hotel, food and transport expenses, and retain correspondence with the airline.

If the airline refuses to meet its obligations, the passenger may submit a written claim, contact Rospotrebnadzor or bring a court claim. Depending on the circumstances, they may seek a ticket refund, reimbursement of losses, non-pecuniary damages, a consumer-law penalty and late-payment interest.

Key points

The reform taking effect on 1 March 2026 is intended to make passenger protections more specific. The rules address when a passenger may get a refund, what airlines must provide during a delay, which services must be free and how children must be seated.

Passengers should still keep evidence of any breach. Photographs, documents and receipts may be crucial when seeking a refund or compensation.

How a Company Director Should Act When Questioned by the Federal Tax Service

A summons to the tax inspectorate is not a routine conversation or a casual request for details. In many cases, the purpose of questioning is to obtain information that may later be used to assess additional tax, interest and penalties.

The Federal Tax Service (FTS) pays particular attention to disputed counterparties, VAT deductions, profit-tax expenses, business fragmentation and contractor agreements. Even if the summons says that the director is being called “as a witness”, take it seriously: the answers are recorded in a protocol and may be used as evidence in a tax dispute.

Where to start

First, establish what the inspectorate is asking you to attend. It may be a request to provide explanations or a formal witness examination. In the latter case, a named individual is questioned and the answers are recorded in a protocol.

Before the meeting, read the summons, identify the inspectorate’s likely subject of interest, review documents relating to disputed transactions and reconstruct the chronology of dealings with counterparties. The director should know how the counterparty was found, who approved the relationship, which checks were carried out and how the transaction was actually performed.

What happens during questioning

Inspectors usually begin with general questions: when the director took office, who appointed them, what the company does, how many employees it has and who is responsible for accounting and document management.

They then ask about counterparties: how they were found, why they were selected, whether reliability checks were made, whether there were in-person meetings, who signed the contracts and who accepted the goods or work.

Do not guess. If you cannot remember an exact date, amount or detail, say that you need to check the company records to answer accurately. A confident but inaccurate answer may be more damaging than a careful statement that the documents need to be reviewed.

How to behave during questioning

Answer calmly, briefly and directly. Do not argue with the inspector, try to “negotiate” or volunteer explanations beyond the question asked.

Maintain a professional distance. Even if the conversation feels informal, significant answers may be entered into the protocol. Inspectors may ask the same question in different ways to look for inconsistencies, so the director’s position should be consistent and prepared in advance.

If a question is outside the director’s knowledge or requires reviewing documents, an appropriate response is: “I would need to refer to the company’s records to answer accurately.”

Why the protocol matters

After questioning, the director will be asked to review a protocol. Do not sign it automatically.

Check that the questions and answers have been recorded accurately and that nothing has been shortened or rephrased in a way that changes the meaning. If a detailed answer has been reduced to “I don’t know” or “I don’t remember”, ask for it to be corrected.

If the inspector refuses to make corrections, record your comments in writing in the protocol itself. Obtain a copy for assessing the risks and planning the next steps.

Common mistakes

The most serious mistakes are attending without preparation, giving contradictory answers, saying “I know nothing” about key aspects of the business, signing the protocol without reading it, or ignoring the summons without a valid reason. Each can strengthen the inspectorate’s position and create additional risks for the company.

Checklist: preparing for an FTS examination

Before the examination

Read the summons carefully and establish whether it relates to a desk audit, an on-site audit or a pre-audit review. Even if the reason is not stated, the subject may be inferred from the circumstances.

Identify the transactions or counterparties that may concern the tax authority. The relevant period is often the previous three years, so reconstruct when and how each contract was concluded, who made the decisions and how the obligations were performed.

Gather the relevant documents: contracts, invoices, completion certificates, delivery notes, payment documents and correspondence with counterparties. Pay particular attention to potentially disputed transactions. The director should understand both the paperwork and how the transaction was actually carried out.

Review how counterparties were selected and what due-diligence steps were taken, including which documents were requested. These questions often become central during questioning.

Make sure the director, accountant and lawyer have a consistent account that matches the documents. Contradictions between their statements are a factor the tax authority may rely on when making additional assessments.

Prepare documents confirming the director’s authority, such as the appointment order, shareholders’ resolution and articles of association. The inspector may ask to see them.

Consider having a lawyer attend. If the audit presents even a modest risk, professional support can reduce the chance of mistakes and help the director respond appropriately to pressure from the inspectorate.

During the examination

Stay calm and remember that this is the process of giving evidence, not a negotiation or an attempt to persuade the inspector.

Answer only the question asked. Unnecessary explanations, attempts to tell the whole story or details that were not requested may create additional risks.

Do not try to reconstruct exact dates, amounts or transaction details from memory if you are unsure. Say that you need to check the records. An incorrect answer recorded in the protocol may be used against the company.

Pay attention to how questions are worded. If a question is unclear, ambiguous or assumes something that is not true, ask for clarification or a different formulation. This is especially important if the inspector appears to be seeking a broad or leading answer.

Watch what is entered in the protocol. Inspectors may shorten or rephrase answers. If an answer is incomplete or distorted, raise the issue immediately.

Maintain a professional distance and do not be drawn in by attempts to create an unusually friendly atmosphere or apply pressure. Any significant statement may be included in the record.

After the examination

Review the protocol carefully before signing. The tax authority may rely on this document later, so read it in full, including every question and answer. Make sure the record is accurate and does not contain omissions or changes that alter the meaning.

Ask for inaccuracies to be corrected. If the inspector refuses, add written comments to the protocol; the article says these should be considered when the audit materials are reviewed. Sign each page to reduce the risk of later changes, and obtain a copy.

Assess the risks after the examination. The questions asked may indicate which transactions or issues interest the inspectorate and help the company plan its response.

Conclusion

Questioning a company director is an important part of tax control, not a formality. The director’s task is not to persuade the inspector or give an emotional account, but to state the company’s position accurately, consistently and with the documents in mind.

The article says that a substantial part of the tax authority’s evidence may be formed at this stage. Preparation, coordination within the company and legal support can help reduce the risks. Improvisation and lack of preparation may have serious consequences.

The director should prepare a position in advance, check it against the records and make sure the protocol accurately reflects what was said. The outcome of a tax dispute may depend on these steps.

What to Include in a Shareholders’ Agreement to Protect the Company

In corporate legal practice, owners rarely leave a business voluntarily and without conflict. More often, a lawyer encounters deadlocked management, devalued shareholdings and lengthy litigation. When asked why they have no shareholders’ agreement, owners often point to the trust between partners. Trust, however, is no substitute for legally binding arrangements.

Article 67.2 of the Russian Civil Code provides for a corporate agreement, which can turn oral understandings into formal obligations. For lawyers, it offers a way to protect a client’s position in disputes; for businesses, it can help overcome a crisis without losing assets. This article discusses provisions that may help preserve a company during disagreements, resolve a 50/50 deadlock and establish procedures that courts can enforce.

1. Why the articles of association do not fully protect the owners

A common misconception is that the company’s articles of association are the main instrument for protecting its members. The articles are a public document that defines the company’s legal status and governs its relations with third parties. A corporate agreement, by contrast, is a private agreement between members. It can regulate internal relations in greater detail and with more flexibility than the articles.

The article highlights three differences under Article 67.2 of the Civil Code:

1. Confidentiality. The articles are registered and publicly accessible. A corporate agreement is not registered, and its terms are not disclosed to third parties. Members can therefore agree on private governance arrangements, such as voting for a particular candidate as the company’s sole executive body, without revealing them to competitors or counterparties.
2. Contractual obligations. Members cannot challenge an agreement merely because its terms conflict with the articles. A members’ resolution adopted in breach of the articles may be set aside, while breach of the corporate agreement gives rise to financial liability for the breaching party.
3. Who may be a party. The agreement may include not only members, but also creditors, investors or beneficial owners—for example, a bank that has lent money secured by a shareholding.

The article cites Case No. A40-133036/2016, in which a court recognised that a “general agreement” between shareholders restricting one shareholder’s ability to dispose of certain assets was effective even though the shares were formally registered later. The court applied the analogy in Part 10 of Article 67.2 of the Civil Code and gave effect to the parties’ intention.

2. The 50/50 deadlock: how to break the tie

Equal ownership—50/50 or 33/33/34—can be dangerous. Once the partners disagree, the company may be unable to appoint or remove a director, approve a transaction or adopt financial statements. The article refers to Articles 40 and 46 of the Law on Limited Liability Companies.

The agreement can provide buyout mechanisms in a section on resolving a corporate deadlock.

Russian roulette

This mechanism is suited to two partners. Partner A offers to buy Partner B’s interest at a stated price. Partner B must choose either to sell at that price or buy Partner A’s interest at the same price.

The article recommends tying the price to a formula, such as five times EBITDA, to reduce the risk of an unfair offer.

Texas shoot-out

Each partner submits, in a sealed envelope, the price at which they are willing to buy the other’s interest. The higher bidder must buy the other partner’s interest at the price stated in that winning bid. The mechanism requires the partners to have the funds to complete the purchase.

Independent arbitrator

If the partners cannot reach agreement within 30 days, they may appoint an independent mediator—for example, a named law firm or respected lawyer—whose decision on a sale of the interest or a vote becomes binding.

The article notes that courts previously refused to expel a member where ownership was evenly split, citing Supreme Court Determination No. 306-ЭС14-14. It says the position has since changed: a member who blocks the company’s operations may be expelled under Article 10 of the Law on LLCs, although proceedings may take six to 18 months. The article’s recommendation is to agree buyout mechanisms in advance, which courts can then enforce as the parties’ chosen terms.

3. Options and veto rights

A business may fail because a partner does nothing or lacks competence, even without deliberate misconduct. The article recommends considering the following provisions.

Call option

A call option gives one member the right to require the sale of another member’s interest. For example, if a member misses three consecutive meetings without a valid reason or steals the client database and competes with the company, another member could be allowed to buy their interest at below market value, such as its nominal value.

Put option

A put option can protect a minority member. If the majority member breaches a funding obligation, the minority member may require the majority member to buy their interest at a pre-agreed valuation. The article describes this as protection against being left in a powerless position.

Veto rights

The law does not give minority members a general veto. The corporate agreement can nevertheless require the consent of a specified member—even one with a 1% interest—for decisions such as changing the company’s business activity, disposing of a trademark or borrowing more than a specified amount.

The article cites Case No. A51-10201/2016, in which a court upheld an agreement removing a member from management in exchange for compensation. When the other party stopped paying, however, the court refused to award lost profits, reasoning that the claimant had simply regained the right to vote. The article advises obtaining payment in advance or securing it if voting rights are being transferred.

4. Sale arrangements: tag-along and drag-along

These mechanisms are standard in venture deals but may be useful in any business with two or more members.

Drag-along allows a majority member—for example, a 70% owner—to require a minority member with 30% to sell their interest on the same terms if a buyer wants to acquire the whole company. It prevents the minority from blocking the sale. The agreement should set the minimum ownership threshold required to trigger the mechanism, often two-thirds or 75%.

Tag-along protects the minority. If the majority member sells to a third party, the minority member may require the buyer to purchase their interest on the same terms. This allows the minority to exit at the same time as the majority.

Because these arrangements are difficult to regulate through the articles alone, the article says clear wording in a corporate agreement is a marker of careful legal planning.

5. Representations and liability for false information

A company may be lost because a partner concealed debts or administrative penalties. Article 431.2 of the Civil Code, on representations as to circumstances, became a significant legal tool in 2018.

The agreement’s representations section may cover:

1. The absence of debts and litigation.
2. The accuracy of the financial statements.
3. Whether a partner who will serve as director is listed in the register of disqualified persons.

The agreement should specify the consequences of an inaccurate representation, such as a fixed penalty or a reduction in the price of the interest. The article gives this example: if a hidden debt is discovered, the seller must reimburse it at twice its value.

It cites Case No. A50-34733/2017, where the courts debated whether an agreement was a corporate agreement or a simple partnership agreement. The contract was ultimately not held to be unconcluded, but the litigation lasted for years. The article suggests that clear representations about the company’s assets could have created immediate losses for the partner who concealed debt.

6. Options for succession and exit

A corporate agreement should address not only how the company operates, but also what happens when a member dies or leaves. The article proposes provisions on:

1. Inheritance. Restricting the entry of heirs without the company’s consent under Article 21 of the Law on LLCs. If an heir is not approved, they receive the actual value of the interest rather than a management role.
2. Divorce. If a member divorces and their spouse claims an interest, requiring the spouse to agree in advance to an exit or sale at nominal value.
3. A key employee. If a member who serves as general director is dismissed for cause, they may lose any veto right and be required to sell their interest.

Checklist: 10 provisions that may help protect the company

1. Deadlock resolution. Include a way to break a tie between members with equal interests: Russian roulette, Texas shoot-out or an independent arbitrator. Define the triggers and deadlines for each step.
2. Anti-dilution protection. Require unanimous consent to admit new members and increase the authorised capital. Provide compensation if a member’s interest is diluted.
3. Drag-along. Set the minimum voting stake that allows the majority to require a minority sale when the whole business is being sold; the article suggests 75%. Require the minority to sell on the same terms and at no lower price per 1% than the majority.
4. Tag-along. Give the minority the right to require the buyer to purchase its interest if the majority sells to a third party. Require advance notice, such as five to ten days, and set a penalty for failing to notify.
5. Appointment and removal of the general director. Identify which member may nominate the director and specify grounds for early removal, such as serious misconduct, causing losses or a criminal conviction. Prevent removal merely by a simple majority vote.
6. Veto list. Identify matters requiring unanimous consent, such as selling real estate or a trademark, taking out major loans, changing the business activity or admitting new members. If a member uses the veto to block decisions without grounds, trigger the deadlock mechanism.
7. Call option. Allow a compulsory buyout of a member who repeatedly misses meetings, runs a competing business, discloses confidential information or causes losses. Set a discounted price, such as 70% of market value, as a sanction.
8. Put option. Let the minority require the majority to buy its interest at market value if rights are breached—for example, if dividends are withheld for several years, major transactions are made without approval or an attempt is made to dilute the interest.
9. Dividend policy. Set the share of net profit to be distributed annually, such as 30%, and a payment deadline. The article suggests providing that dividends are deemed distributed automatically if the members fail to approve them in time.
10. Representations. Include each member’s assurances on hidden tax debts, litigation, the accuracy of financial statements and ownership of company assets. Set a validity period of at least three years and specify remedies for false statements, such as a penalty, compensation or a price reduction equal to the hidden debt.

Conclusion

A corporate agreement is not a legal fashion or a sign of distrust between partners. It is a formal way to manage corporate risks. Waiting to resolve disagreements through oral promises often leads to deadlocked operations and loss of control over assets. A corporate agreement is intended to preserve the business as a functioning enterprise, not to deprive partners of their rights.

The article says that arbitration courts, including district courts, generally do not fill gaps in the parties’ agreement and instead interpret its wording as written. If the agreement contains no profit-distribution procedure or deadlock mechanism, court protection on those issues may be unavailable. A documented process—such as Russian roulette—can be enforced as agreed.

Preparing a corporate agreement before a dispute arises does not create conflict. It helps keep the company manageable when disagreements occur.

The FTS Has Assessed Additional Tax: A Step-by-Step Guide for the First 72 Hours

Receiving a tax audit report or a decision assessing additional tax, interest and penalties is a critical moment that calls for an immediate, professional response. This article sets out a structured process for reviewing the document, identifying procedural violations and developing an initial legal position.

1. Identify the document and the applicable deadline

When a client receives a tax report or decision, the lawyer should first determine what kind of document it is and calculate the applicable procedural deadlines. An error at this stage may result in the loss of the right to object.

There are three main scenarios, depending on the stage of tax control.

A tax audit report. A report is prepared following a desk or on-site audit under Article 100 of the Tax Code. No final decision has yet been made. The taxpayer has 30 working days from receipt to submit written objections. The lawyer should record the date of delivery and check that all attachments are present.

A decision imposing liability or declining to impose liability. This decision is issued after the audit materials have been reviewed under Article 101 of the Tax Code. Additional tax has already been assessed. The taxpayer has one month from delivery to appeal to a higher tax authority. The lawyer should immediately check whether objections to the report were filed and whether the review procedure was followed.

A demand to pay tax. This indicates that collection proceedings have begun. The deadline for appealing the assessment decision may still be open, but there is a real risk that accounts will be blocked. Within the first day, the lawyer should check whether the appeal deadline has expired and, if necessary, apply to suspend the decision.

Questions to address on the first day

During the first 24 hours, the lawyer should obtain and review:

• proof that the report or decision was properly delivered, such as a postal notice, an electronic document-management receipt or an incoming stamp;
• whether the tax authority complied with the deadlines for conducting the audit and issuing its decision;
• which tax was assessed and in what amount; and
• the balance in the taxpayer’s bank accounts, to assess the risk of enforced collection before the appeal is considered.

2. Review the document for procedural and substantive errors

The second day should be spent organising the identified issues into two categories: procedural violations, involving defects in the required process, and substantive errors, involving incorrect tax calculations. For an initial appeal, procedural issues may be especially important because they can result in the decision being set aside regardless of whether the additional assessment was substantively justified.

Common procedural violations

Without bringing in accounting experts, a lawyer may be able to identify:

• an on-site audit that exceeded the statutory period (normally two months, subject to possible extension within reasonable limits);
• a failure to give the taxpayer access to the audit materials;
• a report missing required information under Article 100 of the Tax Code, such as a list of violations, the tax calculation or references to supporting documents;
• a review of the audit materials without the taxpayer, despite a request to participate; or
• a report or decision signed by an unauthorised person.

Improper notice as grounds to set aside a decision

Part 14 of Article 101 of the Tax Code provides that a breach of essential conditions governing the review of audit materials may be grounds for a higher tax authority or a court to set aside the inspectorate’s decision. These essential conditions include giving the audited person the opportunity to participate personally or through a representative and to provide explanations.

The article notes that this approach has been considered repeatedly by the courts, including the former Supreme Arbitration Court of the Russian Federation. In Resolution No. 12566/07 of 12 February 2008, the Presidium of that court described the right to participate in the review as fundamental and said that its violation was an unconditional ground for setting aside the tax authority’s decision. Filing objections to the audit report does not relieve the tax authority of its obligation to notify the taxpayer of the time and place of the review.

The article also cites a more recent case: in Resolution No. F10-6661/2023 of 23 January 2024, Case No. A48-10176/2022, the Commercial Court of the Central District invalidated a decision assessing additional simplified-tax-system liabilities. The inspectorate had sent notice 11 days before the review, but the entrepreneur received it on the day the decision was issued. The court said that the inspectorate must do more than send a notice: immediately before reviewing the materials, it must establish that the taxpayer was in fact notified—for example, that the letter was received, refused, left uncollected or could not be delivered because the recipient was absent. Without evidence of this, the review cannot proceed. The court also said that the inspectorate could not rely on Article 31 of the Tax Code to treat a registered letter as delivered on the sixth working day.

The article therefore recommends checking first for evidence that the taxpayer was properly notified, or evidence that they were not. It describes this as one of the few arguments that may set aside a decision without proving that the assessment was wrong on its merits.

A quick check for substantive errors

A full tax analysis may require specialists, but within the first 72 hours a lawyer can look for obvious issues:

• overlapping audit periods, where additional tax is assessed for a period already covered by a previous on-site audit;
• expiry of the limitation period for tax liability, stated in the article as three years from the offence or the end of the tax period under Article 113 of the Tax Code; or
• use of an estimated method to determine the tax base under Article 54 without legal grounds, such as missing accounting records or primary documents.

Any of these may provide a separate ground for an appeal without an expensive expert review.

Documents to request from the client

On the second day, the lawyer should send the client a formal request for:

• tax returns for the audited period;
• contracts with the counterparties challenged by the tax authority;
• primary accounting documents, including invoices, completion certificates and delivery notes;
• reconciliations of amounts due to the budget; and
• correspondence with the tax authority during the audit.

Without these documents, it may not be possible to prepare reasoned objections on the third day.

3. Develop the position and prepare objections

The third day is for drafting procedural documents. The approach depends on whether the taxpayer has received an audit report or a decision assessing additional tax.

If the taxpayer received an audit report

The taxpayer has 30 days to submit written objections, but the first 72 hours should be used to prepare a structured draft and give the client a clear action plan.

The article recommends that objections include:

1. An introduction stating the date the report was received, its number and the amount assessed.
2. Any procedural violations, with references to the relevant Tax Code provisions.
3. Arguments on each substantive assessment, with references to the Tax Code, Ministry of Finance guidance and court decisions, including decisions of district commercial courts and determinations of the Supreme Court.
4. A request to add supporting documents to the record.
5. A concluding request to cancel the assessment in full or in part, or reduce the penalties.

Objections are filed with the same inspectorate that conducted the audit. The taxpayer should obtain proof of filing and a registration number. The article describes filing through the electronic document-management system with an acceptance receipt as the most reliable method.

If the taxpayer received a decision assessing additional tax

The taxpayer has one month to file an appeal with the regional office of the Federal Tax Service. Without a valid reason for missing the deadline, the appeal may not be considered.

Within the first 72 hours, the lawyer should:

• check that the pre-trial process was followed, including whether objections to the audit report were filed and whether the taxpayer participated in the review;
• prepare an appeal taking account of Article 139.3 of the Tax Code, under which new documents that were not considered by the inspectorate are not accepted unless the taxpayer explains why they could not be provided earlier; and
• if no objections to the report were filed, include a request to restore the deadline for submitting additional evidence, with reasons for the delay.

Steps to suspend collection

Even if an appeal has been filed, the tax authority may decide to collect the tax from the taxpayer’s bank accounts. Within the first three days, the lawyer should therefore consider applying to suspend the decision under Article 138 of the Tax Code. Suspension is possible if the taxpayer provides a bank guarantee, surety or pledge.

If the client cannot provide security, an alternative is to apply to a commercial court for interim measures, although that process takes longer.

If the accounts have already been blocked, the taxpayer should immediately complain to a higher authority about the tax officials’ unlawful actions or failure to act. The article says that such a complaint is considered within five working days.

4. What not to do in the first 72 hours

Tax-dispute practice points to several actions that can significantly reduce the chances of a successful appeal.

First, do not sign a reconciliation statement with the budget that acknowledges the assessed amount without qualification. A court may later treat it as an admission of the debt.

Second, do not pay the assessed amount “in advance” in the hope of obtaining a refund later. Although an overpayment may formally be refundable, payment may weaken the taxpayer’s position by appearing to show agreement with the inspectorate’s decision. The refund process may also be lengthy and does not guarantee full reimbursement.

Third, do not ignore a notice to attend the review of the audit materials. If the taxpayer was properly notified, the authority may consider the matter without them. Failing to attend without a valid reason means losing the opportunity to provide oral explanations and respond promptly to the inspectors’ arguments.

Fourth, do not destroy or “lose” primary documents after receiving the audit report. The article says this may be treated as a gross violation of accounting rules under Article 120 of the Tax Code and, in some cases, may lead to criminal liability under Article 199 of the Criminal Code for tax evasion.

5. Three-day action checklist

Day 1: 0–24 hours

• Identify the document received: audit report, decision or payment demand.
• Record the date of receipt using the postal notice, electronic receipt or incoming stamp.
• Check that all attachments to the report or decision are present.
• Assess the risk of enforced collection, including available account balances and any account restrictions.
• Tell the client in writing about the first deadline: 30 days for objections to an audit report or one month to appeal a decision.

Day 2: 24–48 hours

• Conduct a rapid review for procedural defects, including audit deadlines, signatures and notices.
• Request documents for the disputed transactions, such as contracts, invoices, completion certificates and payment orders.
• Check whether the three-year limitation period for tax liability under Article 113 has expired.
• Prepare a table of disputed items showing the amount assessed, the inspectorate’s grounds and an initial counterargument.
• Consider whether a tax expert or auditor should be engaged to prepare an opinion.

Day 3: 48–72 hours

• Prepare a structured draft of objections if the client received an audit report, or an appeal if the client received a decision.
• Cite specific Tax Code provisions and relevant court practice, including district commercial court decisions and Supreme Court determinations from the previous two years.
• Consider applying to suspend the decision if the client can provide a bank guarantee or surety.
• Agree the draft with the client and, if authorised, sign it.
• File through the electronic document-management system, the taxpayer’s online account or registered post with an inventory of contents. Confirm that the filing was accepted.

Conclusion

Pre-trial appeals against tax decisions are not a formality. The first 72 hours after receiving an audit report or decision should focus less on a full tax analysis, which may take weeks, and more on procedural discipline and recording the legal position. Establishing the correct receipt date, filing objections on time and preventing funds from being collected from the accounts are described as half the battle. The rest depends on the quality of the legal analysis and the litigation strategy.

If a client seeks help more than three days after receiving the document, the lawyer should check whether any procedural deadlines have been missed and whether they can be restored. The article’s main recommendation is to follow this 72-hour process as soon as a document assessing additional tax is received.