Foreign Investment Control in Strategic Sectors
Law No. 51-FZ widens the range of transactions that require the regulator's approval and introduces a requirement to disclose ownership structure not only for the acquirer but also for the seller.
Russian law singles out certain areas of the economy on which the country's defence and the security of the State directly depend. These include subsoil use, the manufacture of weapons, nuclear energy, telecommunications, and a number of other fields, brought together in the closed list set out in Article 6 of Federal Law No. 57-FZ of 29 April 2008. The State proceeds from the premise that allowing control over these areas to pass to foreign capital carries risks that go beyond ordinary commercial dealings.
Because strategic activities are carried out through legal entities, it is companies that have become the principal object of regulation. Law No. 57-FZ requires a foreign investor to obtain the prior approval of the Government Commission for Control over Foreign Investment in the Russian Federation (the Government Commission) whenever a transaction is capable of giving the investor control over a company engaged in strategic activities. A company was treated as strategic on a single criterion – whether it actually carried out at least one of the activities listed in Article 6.
Federal Law No. 51-FZ of 8 March 2026, which came into force on 7 June 2026, revises this criterion and at the same time broadens the reach of the regime.
Federal Law No. 51-FZ of 8 March 2026 // Official Internet Portal of Legal Information
How Strategic Status Is Now Determined
Before the amendments, strategic status turned on a company's actual activity. A company counted as strategic for as long as it actually carried out at least one of the activities under Article 6, and ceased to be strategic as soon as that activity stopped. Holding a licence or other authorising document had, in itself, no legal significance.
Law No. 51-FZ introduces an additional criterion. A company is now also treated as strategic if it holds a licence, an accreditation certificate, or a certificate of conformity entitling it to carry out a strategic activity – even where it does not actually carry that activity out. The basis for applying the regime therefore arises at the moment the authorising document is issued, rather than at the moment the activity begins.
The practical effect of this change is that assessing a counterparty to a transaction is no longer confined to analysing its current activity. It is also necessary to establish which authorising documents the counterparty holds, since it is those documents that may now serve as the basis for treating a company as strategic.
Alongside the revised test for strategic status, the law introduces a notification duty for minority participants. Where a company has acquired strategic status through obtaining a licence or other authorising document, a foreign investor holding 5% or more of the voting shares or participatory interests must notify the authorised body. Before the amendments, a minority holder in this situation remained outside the regulator's purview.
What the Regime Now Covers
Before the amendments were adopted, only transactions involving the shares and participatory interests of companies, and the property of such companies, required approval. Law No. 51-FZ adds to that list State and municipal property that forms part of the fixed production assets and is used to carry out strategic activities. Any transaction under which a foreign investor acquires such property into ownership, possession, or use is subject to prior approval, and the status of the seller is immaterial.
The regime also extends to non-profit organisations. Previously they fell outside it, since the law was addressed to companies. Now transactions through which a foreign investor establishes control over a non-profit organisation carrying out strategic activities require approval on the same basis. The same applies to the acquisition of such an organisation's fixed assets where their value exceeds 25% of the book value of its assets.
Which New Activities Now Count as Strategic
Law No. 51-FZ also expands the list of strategic activities itself. The most significant changes concern subsoil use and the fishing industry.
In subsoil use, the regime previously caught only companies using subsoil plots of federal significance. Control now extends to plots of non-federal significance as well, provided that they contain deposits of a defined size. For oil this size is 50 to 70 million tonnes of recoverable reserves; for gas, 30 to 50 billion cubic metres; for primary gold deposits, 30 to 50 tonnes; and for copper, 300,000 to 500,000 tonnes. Deposits of strategic metals – uranium, nickel, cobalt, lithium, platinum-group metals, and a number of others – are accounted for separately.
Where several plots of non-federal significance are under the control of a single person, their combined reserves are taken into account together. Where combined reserves exceed 70 million tonnes of oil, 50 billion cubic metres of gas, 500,000 tonnes of copper, or 50 tonnes of gold, the companies within the group are treated as strategic.
Use of plots containing groundwater for drinking and domestic water supply has also been classified as strategic, where the volume extracted is 3,000 cubic metres per day or more and extraction is carried out for the purpose of sale following treatment or packaging.
In the fishing industry, the production of fish products is treated as a strategic activity where two conditions are met at the same time: it accounts for more than half of the entity's total annual revenue, and the combined book value of the assets of the entity and its group of persons exceeds 800 million roubles. The regime also catches pasture-based aquaculture of Pacific salmon.
What Is Now Required of the Parties
Before the amendments were adopted, the requirement to disclose ownership structure applied only to the acquirer. A document setting out the applicant's ownership structure was attached to the application for approval, but there was no equivalent requirement for the seller. A similar document is now required from the seller as well: it discloses the beneficiaries, beneficial owners, and controlling persons of the disposing party, together with any indications that the seller is under foreign control. A failure to provide this information is grounds for returning the application without consideration.
The requirements for approving transactions involving the transfer of the right to use subsoil plots of federal significance have been separately expanded. Approval is now required where a foreign investor has the right to dispose of more than 10% of the votes, or is entitled to appoint more than 10% of the members of the executive bodies or the board of directors. For plots assigned to the new items 39.1 and 39.2 of Article 6, the transfer of the right of use to a company controlled by a foreign investor is expressly prohibited without the prior approval of the Government Commission.
Transition Periods and Penalties
Foreign investors who already hold interests in companies that fall within the new strategic activities come within the regime automatically – without entering into any new transaction. The law provides them with transition periods.
A foreign investor holding 5% or more of the voting shares or participatory interests in a company treated as strategic on the new grounds (the production of fish products or aquaculture of Pacific salmon) must, within 180 days of the law's entry into force, submit information about its participation to the authorised body.
A different procedure applies to an investor holding more than 50%. Within 365 days, the investor must either file an application for approval of the control it has established or dispose of part of its shares or participatory interests down to a level of 50% (or below) and notify the authorised body accordingly. If approval is refused, the disposal must be carried out within three months of receiving the refusal.
Failure to meet the prescribed deadlines is sanctioned by the loss of voting rights. On an application by the authorised body, a court may rule that the foreign investor's votes are disregarded when determining a quorum and counting the results of a vote. For a minority investor who has missed the notification deadline, this restriction lasts until the duty is duly performed. For a majority investor who has not taken action within the prescribed period, the law contains no such qualification, which makes the consequences of inaction considerably more serious.
What This Means for Investors
Law No. 51-FZ revises both what is subject to control and the criterion by which that control applies. Strategic status is now determined not by a company's actual activity but by its holding of an authorising document. The object of control has expanded beyond companies and now covers State and municipal property used for strategic purposes, as well as non-profit organisations.
Foreign investors already participating in Russian companies need to check whether those companies fall within the new strategic activities and to establish which authorising documents they hold. The transition periods of 180 and 365 days run from 7 June 2026. The position of the majority investor calls for particular attention: the consequences of missing the deadline are incomparably more serious for it than for a minority investor.
When planning new transactions, the working assumption should be that due diligence on a counterparty now necessarily includes a review of its authorising documentation, and that the requirement to disclose ownership structure must be addressed to the seller well in advance.
The amendments mark a clear shift from an activity-based test to a permit-based one, and they extend the perimeter of the regime to assets and organisations that were previously untouched. Foreign investors with existing Russian holdings are likely to face a fresh round of structure reviews well before the 180- and 365-day deadlines expire. We will continue to monitor how the regime is applied in practice, including the first enforcement actions taken on the new grounds.
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