“Matryoshka” Company Structures Are Now Legally Permitted
The changes took effect on 1 August 2025.
The long-standing ban on “matryoshka” corporate structures — where a single-shareholder company wholly owns another single-shareholder company — has been lifted. Previously prohibited for both LLCs and JSCs, such structures forced the use of artificial minority shareholders for compliance. The only remaining requirement is that the sole executive bodies of the parent and subsidiary must be different individuals, ensuring separation of management functions.
Modernizing Pre-emptive Rights in Limited Liability Companies
The changes will take effect on 1 September 2025
On June 24, 2025, the State Duma also passed legislation introducing greater flexibility for pre-emptive rights in LLCs. Key features include:
Pre-emptive rights may be waived for some or all shareholders.
Waivers can be asymmetric, applying differently depending on the parties.
The exercise of such rights may be made conditional on specific events, time limits, or both.
Waivers require unanimous shareholder approval and notarization.
No Notarization Required for Sole Shareholder Resolutions
The changes took effect on 1 August 2025.
Recent amendments have also resolved long-standing uncertainty regarding the form of decisions made by a sole shareholder in a JSC. Under the updated JSC Law, resolutions of the sole shareholder no longer require notarization or registrar certification, unless the company’s charter explicitly requires otherwise.
Practical Implications
These reforms streamline group structures, simplify share transfers, and reduce administrative burdens — giving investors greater flexibility, clarity, and efficiency in managing Russian companies.
Businesses should review and, where necessary, update charters and corporate governance documents to ensure alignment with the new framework. Solstico Legal is ready to assist in optimizing structures and ensuring compliance.