Amendments to law No. 57-FZ on foreign investments in business entities of strategic importance.
On 8 March 2026, the President of the Russian Federation signed the Federal Law No. 51-FZ (the "Law No. 51-FZ"), which amended the Federal Law No. 57-FZ "On the Procedure for Foreign Investments in Business Entities of Strategic Importance for National Defence and State Security" dated 29 April 2008 (the "Law No. 57-FZ"), as well as a number of other laws. The amendments have expanded the scope of the Law No. 57-FZ and made oversight of foreign investments in strategically important business entities stricter. Below is a summary of the key changes and their practical implications.
1. EXPANDED SCOPE OF THE LAW NO. 57-FZ
1.1 The amendments bring a number of new transactions within the scope of Law No. 57-FZ, making them subject to a prior approval:
(a) transactions related to acquisition of the state or municipal property used for strategic activities; and
(b) transactions involving transfer of subsoil use rights over federal significance plots and certain plots not classified as federal significance subsoil plots.
1.2 The amendments also expand the range of entities that may be classified as strategic. Non-commercial organizations carrying out strategic activities are now recognised as strategic entities.
1.3 A new ground for classifying a business entity as strategic has been introduced. Holding a license or other authorization required for carrying out a strategic activity is, in itself, sufficient to classify the entity as strategic.
2. NEW STRATEGIC ACTIVITIES
2.1 The amendments affect the subsoil sector by extending the special regime to the following plots:
(a) individual plots not classified as federal significance subsoil plots, containing reserves of oil of 50 to 70 million tons; gas – 30 to 50 billion cubic meters; gold – 30 to 50 tons; copper – 300 to 500 thousand tons, as well as plots with occurrences of rare metals listed in the Law No. 57-FZ;
(b) multiple plots under unified control: several plots, not classified as federal significance plots, controlled by one person, where aggregate reserves reach the following: oil – 70 million tons; gas – 50 billion cubic meters; copper – 500 thousand tons; gold – 50 tons; and
(c) groundwater plots: use of a subsoil plot not classified as a local significance plot, containing groundwater for drinking, domestic or technical water supply, where extraction volume reaches 3,000 cubic meters per day or more.
2.2 The amendments also affect the fisheries sector and the following activities are treated as strategic:
(a) pasture aquaculture in respect of anadromous fish species; and
(b) fish products manufacturing, provided that revenue from this activity accounts for 50% or more of total revenue for the last calendar year and total balance sheet assets of the entity and its group of persons exceed RUB 800 million.
3. NOTIFICATION AND DISCLOSURE
3.1 The amendments have introduced new grounds for a foreign investor to file a notification of holding 5% or more of the shares (participation interest) in a company. Such notification is now also required when a company acquires strategic status as a result of obtaining or amending a license or other authorization, or when a company is granted the right to extract (catch) aquatic biological resources.
3.2 The prior approval filing must now include a separate document containing information on the beneficial owners and controlling persons of the selling party to the transaction, as well as indications that the seller may be under foreign control.
4. PRACTICAL SIGNIFICANCE
As a general rule, the Law No. 51-FZ takes effect 90 days after its official publication. The amendments extend the Law No. 57-FZ to cover the state and municipal assets, new strategic activities, and add new grounds for notification and disclosure in transactions involving strategic business entities. Companies with foreign participation in strategic entities are advised to review their potential transactions for compliance with the updated requirements.