Moving a structure to Russia may mean redomiciliation of a foreign company to a special administrative region, creation of a new Russian holding company, transfer of assets to a closed mutual fund or personal fund, or a combination of instruments. The choice depends on the original title, assets, banks, taxes and goals of the owner.
- Redomiciliation preserves the legal identity of the company, but is only available if the conditions of the original and Russian law are met.
- The ATS operate on Russky Island and Oktyabrsky Island; registration of an international company requires a complete corporate dossier.
- International holding company status and tax benefits are checked separately.
- A personal fund and a closed mutual fund do not replace an international company: they are tools for other ownership and management tasks.
- Before the transfer, you need to obtain the position of banks, lenders, licensing authorities and key counterparties.
01
What exactly does "move" mean?
The same company changes the personal law and continues the rights and obligations.
Business and assets are transferred to a Russian legal entity in separate transactions.
The property is united under the trust management of the management company; the fund is not a company.
Russian legal entity for long-term management of personal and family property.
02
International company in SAR
The ATS mechanism is designed for foreign corporate organizations that can change personal law. The company prepares resolutions, a new charter, confirmation of registration and activity, financial and corporate history, information about the owners and an investment commitment.
The SAR management company carries out the initial work with documents; registration links corporate and tax procedures.
03
Checking the original jurisdiction
A legal opinion is required on the possibility of outbound continuation, required decisions, notices, protection of creditors and the date of termination of the previous registration. If the original registrar does not recognize the continuation, a gap in legal personality may arise.
Pre- and post-migration certificates, decisions and conclusions must allow the bank, the court and the counterparty to trace the same organization.
04
Assets, contracts and licenses
A change in personal law does not always mean an automatic continuation of each permit. Licenses, real estate, shares, IP, ships and aircraft, pledges, shareholder agreements and lawsuits are checked. Contracts may contain change of domicile, sanctions, tax or termination clauses.
For banks, financial organizations, subsoil users and other regulated assets, the industry route is previously agreed upon.
05
Taxes and status of MHC
Taxes upon exit from the original jurisdiction, Russian value of assets, reserves, retained earnings, withholdings, CFCs, transfer pricing and future distributions are determined. MHC status may provide special treatment for certain incomes if conditions are met, but is not a universal exemption.
The tax model is based on actual functions and income, and not just on the registered address.
06
Banking continuity plan
Before the corporate decision, it is clarified whether the current banks will continue to provide services and where the Russian account will be opened. Group structure, UBO, financial statements, source of wealth/funds, contracts, operations plan and legal explanation of migration are being prepared.
Registration without a working settlement circuit can stop trading, debt repayment and payments to owners.
07
Personal fund as a separate instrument
A personal fund can own Russian and foreign assets, assign bodies, beneficiaries, terms of payments and succession. It is not a method of redomiciliation of a foreign fund or foundation: usually a new Russian legal entity is created and then receives assets in separate transactions.
Transfer taxes, inheritance and family law, founder control, beneficiary rights and recognition of the structure abroad are compared.
08
When to consider closed mutual funds
A closed mutual fund is suitable for collective or structured ownership of real estate, corporate and other eligible assets. A management company, a specialized depository, trust management rules and investment shares create a different control circuit than a personal fund.
For family capital, instruments are sometimes combined, but only after analysis of expenses, controls, disclosure, taxes and exit.
09
Project roadmap
- 01Inventory
Companies, assets, contracts, banks and licenses.
- 02Feasibility
Source law, RAA and alternative structures.
- 03Consents
Owners, lenders, regulators and counterparties.
- 04Migration
Registration, charter, tax and accounting opening.
- 05Continuity
Banks, contracts, assets and ongoing compliance.
10
What documents to collect
- 01
Full extract and constituent documents of the foreign company.
- 02
Decisions, register of owners and group structure.
- 03
Financial reporting and tax status.
- 04
List of assets, pledges, licenses and court cases.
- 05
Loan and key commercial agreements.
- 06
Bank accounts, currencies and payment routes.
- 07
Legal opinion of the original jurisdiction.
- 08
Business plan for activities after migration.
11
Decision criteria
The project makes sense if the new structure preserves assets and contracts, provides settlements, withstands tax expenses, is understandable to the owners and can be maintained after registration. If continuity is not possible, a phased transfer of the business or a new holding structure is safer.
The conclusion is drawn up in a comparative matrix: legal result, deadlines, taxes, banks, permits, cost of support and reversibility.