5. Foreign Investments

General

The main legislative act governing foreign investments is the Investment Law. The Investment law states that foreign investors and investments will be treated no less favourably than domestic investors and investments, subject to certain wide-ranging exceptions.
Foreign investment is broadly permitted across the Russian economy, including through portfolio investment, direct acquisitions and joint ventures. The law carves out exceptions for national security, defence and constitutional order, among others.

Strategic activities

Foreign investments in Russian companies engaged in activities classified as “strategic” are subject to a dedicated regulatory regime established by the Strategic Investment Law.
The key enforcement body is the Government Commission for Control over Foreign Investments (the “Government Commission”). Transactions falling within the scope of the Strategic Investment Law must receive prior approval from the Government Commission before closing. Where Competition Law thresholds are also met, FAS clearance must be obtained separately.
The regime was substantially reformed by Federal Law No. 51-FZ dated 8 March 2026, which entered into force on 7 June 2026. The amendments significantly broadened the scope of application of the Strategic Investment Law in several key respects.
The Strategic Investment Law lists more than 50 categories of activities deemed strategic, spanning a broad range of sectors, including:
· Defence and dual-use production;
· Subsoil use;
· Use of hydrobiological resources and fish farming;
· Natural monopolies and certain infrastructure activities; and
· Other sectors affecting national security.
Federal Law No. 51-FZ expanded the subsoil category to include not only deposits of federal significance but also smaller fields: subsoil plots containing oil reserves of 50–70 m tonnes or gas reserves of 30–50 bn m³. Subsoil users extracting groundwater in excess of 3,000 m³ per day for commercial purposes are also covered.

Scope of application

Prior to the 2026 amendments, the regime applied primarily to companies actively carrying out strategic activities. Federal Law No. 51-FZ broadened this in three material ways:
· Licensed but inactive companies. The regime now covers companies that merely hold a licence for a strategic activity, even if they are not currently conducting it.
· Non-profit organisations (NPOs). NPOs are now expressly within scope.
· State and municipal property. Foreign investors must now obtain prior Government Commission approval before acquiring state or municipal property used for strategic activities.

Transactions requiring prior approval

The following categories of transactions require prior approval by the Government Commission:

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In addition, a foreign investor acquiring a right to dispose of more than 10% of votes (or to appoint more than 10% of management bodies) in a company that became a subsoil user through reorganisation, bankruptcy or similar processes must also obtain Government Commission approval.

Notification obligations for minority shareholders

А foreign investor that acquires 5% or more of the shares or interests in a strategic company is required to notify the FAS of that acquisition.
Federal Law No. 51-FZ introduced a separate transitional obligation for investors who already hold 5% or more in a company that becomes a strategic company as a result of the expanded list of strategic activities introduced by the 2026 amendments.

Consequences of non-compliance

Completing a transaction without the required Government Commission approval may result in:
· The transaction being declared void;
· The foreign investor losing voting rights on its shares or participatory interests.