In late spring, amendments initially attributed to the State Duma Property Committee caused a stir: they concerned the right of Russian companies or government agencies to deny foreign investors their options to buy back Russian businesses sold after February 2022. Independent lawyers criticised the draft as "state interference in private interests."
Then, by mid-summer, the authorities, represented by the Ministry of Economic Development, significantly amended the bill, minimising the potential number of cases in which this unilateral denial could be applied. In essence, the list of revised criteria for exercising this right (wherein all conditions must be met simultaneously) narrowed them down to a few potential cases, including the sale of McDonald's Russia.
In particular, in order to be able to deny the option, the asset had to have been sold by the end of 2022 (i.e., if it was sold in 2023 with a buy-back option, it would no longer be possible to stop foreigner investors from exercising it), the Russian company had to have conducted activities overseen by Rospotrebnadzor, and the asset had to have been sold without the permission of the special subcommittee (transactions such as these took place in the very first months after the special military operation began).
In addition, the foreign investor's ties to "unfriendly" countries had to have been identified, and the Russian owner had to have properly fulfilled its obligations to its employees and creditors. The option also had to have implied a significantly undervalued asset price and to have been concluded for a term of 10 years or more, and three years had to have passed since the option was concluded.
Further, the amendments included a political aspect: in order to be able to deny a foreign investor's exercise of the option, the investor had to have publicly announced the termination of its activities in Russia "for political reasons" before selling the asset.
Potential conditions for the return of foreign businesses
In parallel with this, discussions have been going on in government circles since early 2025 about the conditions that Russia could set for foreign companies to return. The overall gist of these discussions is that there should be no free return; it should be regulated in the same way as the Western companies' exit from Russia was regulated. The authorities emphasise that account must be taken of the interests of Russian businesses that invested in adapting and growing the companies after the foreign businesses left, and in cases where foreign businesses are allowed to return, conditions will have to be imposed regarding technology transfer, the amount invested, guarantees that there will be no repeat of the uncontrolled flight in 2022, and so forth.
The authorities will have to find a balance between restoring the attractiveness of the economy for foreign investors and supporting Russian businesses that have "spread their wings." In addition, apologies will "definitely not be enough"; "we need to see how everyone behaves," said President Vladimir Putin.
In practice, no foreign company has yet returned to Russia or expressed the desire to do so. Nevertheless, it is clear that against the backdrop of negotiations between Russia and the United States and the continuing prospects for a peaceful settlement in Ukraine, Western businesses are closely monitoring the situation. Robert Agee, president of the American Chamber of Commerce in Russia, recently spoke on this subject. When the Centre for Strategic Research (CSR) outlined in July its reputation rating of companies that had quit Russia, a number of them, according to unofficial sources, wanted to see their position in the rating as soon as possible, as it could affect their future return. The CSR indirectly confirmed this by writing on its Telegram channel: "Esteemed foreign companies. We see what you are signalling!" The organisation indicated that it reserves for foreign companies the right and opportunity to challenge their position in the rating, "but only if documentary evidence is provided."
However, it is quite possible that when the time comes, the authorities will not intervene so radically in the process of Western businesses returning. This is indicated by the fact that the amendments regarding the denial of options were suddenly withdrawn in the summer, and their consideration (with the promise of "comprehensive revision," according to Sergei Gavrilov, chairman of the Duma Committee on Property) was postponed until the autumn.
As for the actual possibilities for a return, the key factor will be the easing of US sanctions prohibiting new investments in Russia (this was primarily mentioned by Agee). The fact that such prospects are being discussed follows from a recent Reuters report. According to the agency, on the sidelines of the August Russian-American summit in Alaska, officials from both countries discussed the possibility of the U.S. ExxonMobil Corporation's resumed participation in Russia's Sakhalin-1 Project. It is quite likely that ExxonMobil will be one of the first to return, given that this project was launched back in 1995.
Technical scenarios
What are the possible technical scenarios (if opportunities arise in principle for Western businesses to return to Russia) and their modalities?
In this case, foreigner investors will have to buy back the asset at full cost, including the funds invested in it by Russian companies. This, as might be expected, will be difficult and expensive.
According to Agee, for many American companies these options will expire as early as 2026–2027. According to the head of the American Chamber of Commerce, the easiest return will be for those who have a buyback option and an FMCG product portfolio — they can come in and start operation right away. However, companies such as these account for only 10-20% of the total number that left, he says. They are mainly companies that ceased operating in the first year of the military operation and sold their businesses in Russia with options of up to five years.
The State Duma promised to reconsider the amendments limiting the right to repurchase in the autumn. It is not known whether these will be tightened or softened. There is a possibility that the amendments, which are fraught with investment disputes, will be shelved indefinitely. This is especially true if progress in improving relations between Russia and the United States continues.
Nevertheless, it can be assumed that, if adopted, this regulation will complicate the return of multinational consumer giants such as McDonald's to the Russian market, where their domestic successors have already taken over the niche and will certainly lobby to prevent the former Western owners from returning. Similar troubles can be expected for Coca-Cola, Johnson & Johnson, and so forth.
Lawyers believe that the vast majority of companies will not be subject to the proposed restrictions. Principally, the ban on exercising buyback options may affect businesses related to food production and public dining. In other words, companies such as Inditex and IKEA will remain outside the scope of this mechanism.
In this case, a return will only be possible if a new agreement is reached. For example, a foreign investor gets the asset back but pays a premium for the retained customer base, localised supply chains or modernisation. Success will depend on how convincingly the Russian side demonstrates its investments.
In general, experts believe that companies from the Asia-Pacific region may be the first to announce their return to Russia, and Europeans, some of whom did not even create return options (such as Danone, whose Russian assets are now registered to Health & Nutrition after interim administration by Rosimushchestvo), may be the last.