RBC commentary on possible lawsuits from companies that left Russia

RBC commentary on possible lawsuits from companies that left Russia

In 2025, the three-year statute of limitations expires, during which foreign companies that left Russia in 2022 can initiate legal proceedings to collect debts and penalties from Russian counterparties. This may lead to an increase in claims for unfulfilled obligations.

The firm's managing partner, Alexander Nadmitov, gives some examples of what debts could become the subject of lawsuits from companies that left:

• debts under commercial contracts (for the supply of goods, if the Russian side received but did not pay for them, and for work performed, services);
• license fees and royalties (royalties for the use of trademarks and technologies, payments for software (software, debts for the use of patents, know-how);
• financial obligations (loans and credits issued by foreign banks or companies to Russian borrowers, bonds and promissory notes to foreign investors, leasing payments for equipment or machinery delivered before 2022);
• payments related to intellectual property (use of computer programs, films, music and media content without payment to foreign copyright holders, compensation for infringement of patent rights);
• rent and real estate debts.

According to the presidential decree of May 2022, payments to foreign copyright holders for the use of intellectual property must be transferred through special ruble accounts of type O. The rule also applies to Russian copyright holders who, for example, supported sanctions against Russia or prohibited the use of the results of intellectual activity in the country after February 23, 2022. The decision to open an O-type account is made by the debtor, and if the debtor duly complies with the requirements of the relevant decree, the debtor retains the right to use the results of intellectual activity under the previously applicable conditions.

Other payments to foreign businesses from unfriendly countries, such as dividends, are usually transferred to a special C-type ruble account. It is almost impossible to transfer this money abroad. It can be used to pay taxes and fines, obligations to Russian creditors, all other options require a decision by the government commission for control over the implementation of foreign investments.

Alexander suggests three possible options:

• the right of claim remains with the Russian subsidiary, where control still belongs to the foreign owner;
• the right of claim remains with the Russian subsidiary, in which the owners have changed;
• the foreign organization tries to collect the debt directly or assigns the right of claim before the start of the trial or already during the proceedings.

According to Alexander, in judicial practice, there are “a significant number of refusals” to recognize procedural succession under debt assignment agreements, where such a claim originally belonged to organizations from unfriendly countries.

In addition, according to Alexander, foreigners use exclusive right trust agreements and collection-cession schemes, in which the claim is transferred to a new creditor, but he then undertakes to return part of the collected funds to the original creditor.

Full text of the article: https://www.rbc.ru/economics/03/03/2025/67c16d979a79474e220cc1b0?from=from_main_2

The law firm "Nadmitov, Ivanov and Partners" provides services for opening type C accounts, and also regularly represents clients in cases related to sanctions, as well as in foreign courts.

Email: info@nplaw.ru
Tel.: +7 (495) 649-87-12