Russia - The return of the Matryoshka Doll
- Valeria Nesterova
- Jul 14
- 1 min read
Valeria Nesterova
Starting August 1, 2025, stock corporations (AO) and limited liability companies (OOO) can again have a company with only one shareholder (partner) that only has one shareholder or partner.
This finally puts an end to the long-standing ban on "matryoshka companies" and the discussion about extending this regulation to foreign shareholders and participants in Russian commercial companies.
Corresponding amendments have been incorporated into the Civil Code of the Russian Federation, Federal Law No. 208-FZ of December 26, 1995, "On Joint-Stock Companies," and Federal Law No. 14-FZ of February 8, 1998, "On Limited Liability Companies."
However, the legislature has left some room for maneuver. Other federal laws may reintroduce the ban or extend it to certain categories or specific companies.
In addition, as of August 1, 2025, the question of whether the resolution of the sole shareholder of an AO must be certified will also be finally clarified. The new version of Article 47(6) of Federal Law No. 208-FZ of December 26, 1995, "On Joint-Stock Companies," stipulates that resolutions adopted by the sole shareholder of an AO who holds all voting rights do not generally require certification by a registrar or notary public. Deviating provisions may be laid down in the articles of association of the joint stock company.
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