Deputies propose restricting buyback of shares by foreign companies that exited Russia
The State Duma Committee on Property, Land and Property Relations has drafted amendments to the law “On Foreign Investments in the Russian Federation” that would allow Russia to block a foreign company from buying back shares in a Russian enterprise if the enterprise plays a significant role in the country’s socio-economic development. This was reported by Izvestia on 29 April, citing the draft legislation.
According to the report, the deputies’ initiative has been submitted to the government. If approved and passed into law, Russia would gain legal grounds to refuse share buybacks by foreign investors in key industries – such as food production and retail – the newspaper notes.
The proposed legislation targets foreign investors who exited Russia but signed option agreements with domestic partners, allowing them to buy back shares at a future date at the non-resident’s discretion.
Under the draft amendments, the decision to prohibit a buyback will be made by the relevant government body overseeing the specific economic sector. The bill also proposes that the new Russian owner be granted the right to unilaterally refuse to fulfil the option agreement. This would apply in several cases: for instance, if the foreign company’s headquarters is located in a country carrying out unfriendly actions against Russia, or if the shares were sold to the Russian side between 24 February 2022 and 1 March 2025.
Additionally, Izvestia reports that amendments to another bill – already passed by the Duma in the first reading – propose that a buyback transaction may be blocked if the option price is below market value, or if more than two years have passed since the option was signed and during that time the Russian owner has fulfilled its obligations to employees and creditors.
In March, First Deputy Prime Minister Denis Manturov stated that the potential return of companies that left Russia with buyback options would be reviewed for compliance with those agreements, while the return of other firms would only be considered “from scratch”. In May 2023, Manturov, then Deputy PM and Minister of Industry and Trade, said that around half of the foreign companies that sold their Russian businesses held options to repurchase assets within 3–10 years, Izvestia recalls. In April 2025, Robert Agee, President of the American Chamber of Commerce in Russia, said that about 30% of American companies that left Russia can no longer exercise their buyback options, as the terms have expired.
Russian authorities are currently developing conditions for the return of Western companies. Among the proposed requirements are: a certain level of localisation of production, ensuring technology transfer, and establishing as much of the supply chain in Russia as possible, including production facilities and engineering/R&D centres.