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- Different girlfriends are growing up: Matryoshka dolls companies are returning to Russia

Different girlfriends are growing up: Matryoshka dolls companies are returning to Russia

The bill on lifting the ban adopted in 1995 was approved by the State Duma in the third reading. Although there are still questions about the structure of such a business. Izvestia investigated why "invested" companies have been banned for 30 years and why they want to return the opportunity to create them now.
What's inside the company-"matryoshka dolls"
The State Duma approved in the second and third readings amendments to the Civil Code on the lifting of the ban on the creation of "matryoshka" companies from August 2025. Now the law must be approved by the Federation Council and signed by the president.
A matryoshka doll company is when one legal entity owns 100% of the other's share, it, in turn, owns 100% of the third, and so on.
Dmitry Shumeiko, a tax expert and head of the Shumeiko and Partners group, points out that this is about repealing clause 5 of Article 66.3 of the Civil Code of the Russian Federation, which prohibits business companies from being the sole participant in another company if the participant also has the sole owner. Simply put, a chain like "LLC-1 owns 100% of LLC-2, which owns 100% of LLC-3" was prohibited, etc.
In 1995, it was decided to ban such a business ownership scheme in order to prevent the blurring of the responsibility of the real owners of the business.
The "Matryoshka dolls" made it possible to hide the final beneficiaries and spread income across various companies, including offshore ones, thereby optimizing the tax base, explains Artem Baranov, head of the law Firm "Innovation".
— There was a kind of fragmentation of the business. And in the case of bankruptcy of one of the companies, it was more difficult to reach out to the one at the very top and hold him accountable for the sins of those under his control," the expert points out.
In the 90s, this was relevant due to the popularity of offshore companies, as well as the limited liability of founders within enterprises. Dmitry Beresten, Senior lawyer and head of the Afonin, Bozhor & Partners corporate unit, emphasizes that offshore companies are currently being fought both in Russia and abroad (Eurofisc, FATCA). Since July 2017, the institute of subsidiary liability in bankruptcy has been actively developing in our country, which makes it possible to attract actual beneficiaries.
New realities
The ban has caused a lot of difficulties for large businesses, especially in holding structures, where such "matryoshka dolls" are a typical solution for risk allocation, asset management and protection against claims, Dmitry Shumeyko explains.
According to the lawyer, large and medium-sized businesses in Russia have long used multi-level structures as a tool for risk management, investment, and financial reporting. And the restriction led to an outflow of capital, as it forced many companies to move holding levels abroad, since "it is possible there, but not in Russia."
In the "matryoshka doll" against sanctions
In the context of sanctions and external pressure, lifting the ban is seen by experts as particularly relevant. "Matryoshka dolls" can be a good tool to circumvent sanctions.
"In fact, you will be able to create a subsidiary that is not under sanctions and interact with international partners through it. On the other hand, even now it is possible to create a controlled "subsidiary", to bring an individual to the founders there for a minimum percentage of the share in the authorized capital, and thereby you will gain all the same things that are in the "matryoshka" companies, says Artem Baranov.
Alyona Yakovleva, Founder and Managing partner of RosCo Group, notes that companies with a flexible corporate structure will be able to better manage risks, ensure uninterrupted supply chains, bypass anti-Russian sanctions and ensure continuous operations even during periods of economic turmoil. Thus, the management of holdings will have to be simplified.
The use of such a design is especially relevant in large groups of companies where there is a need to create new projects, for example, developers. This model will reduce the risks of developing a new project from the main business and even reduce the claims of tax authorities, says Maria Strigaleva, CEO of the BLCONS GROUP audit company.,
Lifting the ban on "matryoshka dolls" is, first of all, a step towards normalizing the corporate architecture in Russia, says Alexey Ravinsky, CEO of Launch Group.
— Such structures have long become the industry standard in global business, especially in capital—intensive sectors, from development and infrastructure projects to high-tech industries. Previously, the ban limited the ability to flexibly manage assets, risks, and investment flows, especially when scaling projects or entering foreign markets, the Izvestia source points out.
In addition, there will be a legal mechanism for the return of foreign companies to the domestic market by creating subsidiaries with a complex ownership structure. This means that the risk of pressure on foreign businesses for their presence in the Russian Federation is formally eliminated, Kantemir Keshokov points out.
The risks of tax evasion, according to lawyers, are not so significant now. With the current level of digitalization of the Federal Tax Service, there are enough legal and technical mechanisms in the hands of tax authorities to detect violations in the ownership chains of companies.
However, experts do not rule out the possibility of abuse. These include the emergence of new fraud schemes, an increase in the number of financial frauds, money laundering, as well as the increasing complexity of capital flow control. Thus, the legalization of "matryoshka dolls" will help structure the business, but it will require careful monitoring, taking into account all relevant verification systems.
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