Russian President Vladimir Putin on August 4, 2026, signed into law amendments setting out the procedure for refusing foreign investors who left the country after the start of the military conflict in Ukraine in 2022 the right to buy back their assets. On July 21 these amendments were adopted by State Duma both at second and third readings.
President Putin had ordered the terms for such buybacks to be drawn up as long ago as April 2025. An initial version of the amendments was prepared the following month and was subsequently rewritten by the economy ministry, but was never taken up. In July 2026 the new version has been folded into a bill intended to make it easier for foreign companies controlled by Russian business to move back to Russia in cases where unfriendly countries obstruct their redomiciliation. Just about five days elapsed between a group of deputies tabling the amendments and their adoption by State Duma.
Key provisions
The amendments add to the law on foreign investment a new article governing the exercise by a foreign investor of the right to buy back a business asset it previously owned in Russia. They apply to investors from jurisdictions Moscow deems unfriendly which, after 22 February 2022 — the day the US began imposing sanctions on Russia over the situation in Donbas — sold shares, stakes in charter capital or other business assets to a Russian individual or company, or to a citizen of a country friendly to Russia, with a buyback option. The previous version of the amendments referred only to shares and stakes in charter capital, with no mention of «business material assets» — lawyers say the term is intended mainly to capture real estate.
A foreign investor's buyback right can be terminated through a Russian court — irrespective of whether the investor has expressed any wish to reclaim the asset — provided two conditions elaborated below are met simultaneously.
The first is that, at some point after 22 February 2022, the foreign investor did at least one of the following:
The second condition is that the contract provides for the asset to be bought back at a price diverging from market value by 25 % or more, or that the Russian buyer has made additional investments without which the business would have been substantially scaled back or shut down. In many instances Russian businesses were sold by foreign companies at deep discounts, and option agreements reportedly could suggest possibility of buyback at low price.
Room for interpretation
According to the amendments, actions taken in leaving Russia will count as having been "committed" for the purposes of application of the law if they were politically motivated or amounted to direct compliance with western sanctions. If the exit was forced — because sanctions objectively broke supply chains, for example — that will not be grounds for refusing to honour the buyback option. Interpreting the reasons for departure in each individual case is to fall to the Moscow Region Arbitration Court. It will hear applications for the unilateral termination of an option even where the parties' agreement provided for disputes to be settled in a foreign jurisdiction — though for that to be applied, one of the parties (presumably the Russian one) must be subject to foreign sanctions.
Both the asset's new owner and the ministry responsible for the sector concerned may apply to the court at any time to have the foreign investor's buyback right terminated, but in either case an opinion from the government commission that vets foreign investment will be required.
The foreign investor has one year in which to claim compensation from the buyer of the asset for option termination, though the amendments do not set out how it is to be calculated. The court may reduce the sum "in the light of the nature of [the investor's] actions" and of the scale of the investment the buyer has put into the asset, or refuse it altogether if the non-resident or one of its senior executives turns out to have been involved in financing terrorism or extremism.
The real prospects of a return
No official figures on the volume of buyback requests from foreign companies are publicly available. But the very fact that Russian authorities have returned to the initiative a year on and have prepared restrictive mechanism of this kind may indirectly suggest that there may be cases in which foreign companies are thinking of attempting to exercise buyback options. However, some experts argue that genuine appetite among departed western businesses for a return to Russia will emerge only if the geopolitical backdrop improves substantially and durably.
As a general rule, since 12 July 2023 the term of buyback options that the government commission would be potentially willing to approve has been just two years. The number of businesses to which the amendments could apply is therefore potentially fairly limited. The law, however, by default carries more force than the rules of the subcommission that authorises transactions by non-residents.
Roughly 30 % of buyback options had already expired for the foreign member companies of AmCham Russia that had sold their Russian businesses, Robert Agee, president of the chamber, said in the spring of 2025. Among the few publicly discussed examples of such options is the sale of McDonald's Russian business, now Vkusno i Tochka, to Alexander Govor, a businessman who has said the option runs for 10 to 15 years.
Upsides for Russian owners
According to Russian experts, mechanism introduced by the amendments does matter to the current owners of assets because it allows them to hedge against the risk of restrictions on their rights as proprietors — if, for instance, the agreement with the foreign ex-investor barred the sale of a stake to third parties without consent. Foreign investors and Russian buyers did indeed frequently write restrictions on the new owner's management of the asset, including on any onward sale to third parties, into option agreements, particularly during the first wave of foreign exits in 2022-23.
Actual terminations of buyback rights aren’t expected to become widespread: many foreign investors' options have already expired or are about to. But, obviously, the degree of uncertainty facing foreign investors now will rise and Russian assets will become less attractive, experts say.
On some assets sold by foreigners the buyback windows run for as long as 15 years like in McDonalds’ case. In some cases, when an option expires relatively soon, existing owners are better off waiting for those to expire, since foreign investors have so, far shown little activity on buybacks while invoking the mechanism carries the risk of having to pay compensation to them.
Overall, any potential interest in foreign business returning to Russia is too closely bound up with assessments of the prospects for a peace settlement in Ukraine and an easing of sanctions pressure, experts conclude.