Transactions involving shares/equity interests in other non-credit financial organisations
It will be recalled that transactions involving shares/equity interests in credit organisations and non-credit financial organisations are not subject to the restrictions laid down in Edict No. 618 of 8 September 2022
(as amended by clause 5 of Edict No. 737) by reason of a direct exception made in those Edicts. More details about Edict No. 618 can be found in our alert here
At the same time, it should be noted that a list of types of non-credit financial organisations is laid down in Article 76.1 of Federal Law No. 86-FZ of 10 July 2022 "Concerning the Central Bank of the Russian Federation (Bank of Russia)". Besides insurance organisations, private pension funds, microfinance companies and management companies of private pension funds and investment funds (which fall within the scope of Edict No. 737 as indicated above), non-credit financial organisations also include, for example, professional participants in the securities market, pawnbrokers, credit consumer co-operatives, trade organisers, clearing houses, operators of financial platforms, investment platforms and information systems for the issue of digital financial assets, and certain others.
Given that Edict No. 618 does not apply to non-credit financial organisations, it may be concluded that there are currently no restrictions on transactions involving equity interests in the capital of the other non-credit financial organisations mentioned above where they exist in the form of LLCs.
As far as entities in the form of JSCs are concerned, it is essential to bear in mind the provisions of Presidential Edict No. 81 of 1 March 2022
, which requires the approval of the Governmental Commission or the Bank of Russia to be obtained for transactions with persons from unfriendly states which give rise to ownership of securities.
We recommend checking each transaction involving shares/equity interests in a financial organisation to determine whether special permission needs to be obtained from the President / Governmental Commission / Bank of Russia. It should be reiterated that approval may not be required — a person might not be considered unfriendly — if they are controlled by Russian persons or persons from friendly countries (subject to compliance with the conditions laid down in the Edicts).
We also recommend closely monitoring any new acts and clarifications that may be issued on this subject.
More details about restrictions and legislative changes can be found on our Telegram channel