Amendments to Law No. 57-FZ: Expansion of the List of Strategic Activities

Legal Alert

FAS Russia proposes extending foreign investment controls to IT companies and digital infrastructure

New requirements under the Bill

The Federal Antimonopoly Service of Russia (the “FAS”) has published Draft Federal Law No. 168601, which amends to Federal Law No. 57-FZ dated 29 April 2008 “On the Procedure for Foreign Investments in Business Entities of Strategic Importance for National Defence and State Security” (“Law No. 57-FZ”) (the “Bill”).[1].

The Draft Law aims to strengthen state controls over foreign involvement in strategically important segments of the digital economy and provides for a significant expansion of the list of activities considered strategic. If adopted, Law No. 57-FZ may for the first time apply to a broad range of companies operating in the fields of information technology, artificial intelligence, digital platforms, online marketplaces, data centres, and digital financial assets.

Expansion of the list of strategic activities

The Bill proposes adding the following to the list of strategic activities:

licensed activities relating to the technical protection of confidential information;
the operation of marketplaces and digital platforms (Internet-based software that facilitates transactions between sellers and buyers);
the development, modification, and adaptation of software and databases listed on the register of trusted Russian software;
the activities of data centre operators (owners);
activities involving artificial intelligence technologies, including their development, creation, implementation, commercialisation, and circulation;
the operation of crypto-mining infrastructure, organisation of mining pools, and the operation of information systems for issuing digital financial assets.

Adding these activities to the list of strategic activities will make them subject to Law No. 57-FZ, including the requirement to obtain prior approval from the FAS to allow foreign control over these companies.

Transitional requirements for foreign investors

The Bill establishes specific transitional provisions. These apply to foreign investors that, as at the effective date of the amendments, already hold shares or participatory interests in companies newly designated as engaged in strategic activities.

Ownership of 5% or more of voting shares (interests)

Foreign investors directly or indirectly holding at least 5% of the voting shares (interests) in affected companies will be required to report this to the FAS within 180 days of the entry into force of the amendments.

Ownership of more than 50% of voting shares (interests)

Foreign investors holding more than 50% of the voting shares (interests) in affected companies will, within 365 days of the entry into force of the amendments, be required to either:

apply for approval of their control over a strategic company; or
reduce their participation to 50% or less of the voting shares (interests) and notify the FAS accordingly.

Consequences of failing to obtain approval for control

If the FAS refuses to approve the acquisition or retention of control, the foreign investor must reduce its ownership interest to 50% or less of the voting shares (interests) within three months of receiving the relevant decision.

Liability for non-compliance

Failure to comply with the above requirements may result in the FAS filing in court to deprive the foreign investor (or its corporate group) of the voting rights attached to their shares or participatory interests.

In such cases, the votes attributable to the relevant investor will not be taken into account for quorum purposes or when calculating voting results at shareholders’ or participants’ meetings of the strategic company.

New exemption from the prior approval requirement

The Bill also introduces a new exemption from the general requirement to obtain prior approval from the FAS.

Additional approval will not be required where a foreign investor establishes control over a company applying for a licence (or renewal of a licence or other permit), provided all of the following conditions are met:

the foreign investor’s control over the company was previously approved under Law No. 57-FZ;
the company is applying solely for licences or permits relating to activities covered by the initial approval;
the ultimate beneficiaries, beneficial owners, and controlling persons have not changed since the original application; and
updated information regarding such persons has been submitted to the competent authority (no later than 30 days prior to the application for the relevant licence or permit).

Next steps in the legislative process

The Bill is currently undergoing anti-corruption review (until 22 June 2026) and public consultation (until 13 July 2026), during which time interested parties may submit comments and proposals. Once approved by all the agencies concerned, the Bill will be considered by the Russian Government and then submitted to the State Duma.

The proposed amendments can have a significant impact on investment in the Russian technology sector; for this reason, we will continue to monitor the Bill as it moves towards adoption. Market participants may also wish to consider participating in the public consultation process before 13 July 2026.

The material was prepared by Partner and Head of Regulatory Practice Nato Tskhakaya and Associate Dzhan Chelenk.

[1] The draft is available at the following link: https://regulation.gov.ru/projects/168601/.