Russia · Freeport & special zone
Special Administrative Regions and international holding company status (МХК)
Open, and materially harder from 1 January 2026. Companies that took МХК status before 25 February 2022 could use the 0% dividend rate without meeting the substance test; that grandfathering expired on 31 December 2025. Every international holding company now has to satisfy Article 284.10 in full.
This is the only way a foreign company can redomicile into Russia, and the rates are genuinely low: 0% on inbound dividends, 5% on dividends paid out by a public international holding company until 2029, 5% or 10% on interest and royalties until 2036, and 0% on qualifying share disposals. It is also the clearest example on this site of a regime where the tax rate is the easy part and the substance is the whole cost.
Qualifying routes
The RUB 300m is the investment obligation within three years — infrastructure construction, equipment transfer or charitable contribution to the region.
There are only two special administrative regions, not three. Roughly 150 companies sat in the Russky Island SAR as at 2025.
The facts
- Minimum investment
- 300M RUB
- Total landed cost
- RUB 300m of committed investment within three years, plus fifteen salaried Russian-resident staff and premises in the region. Registration and legal costs are a rounding error next to the substance requirement.
- Route type
- Freeport & special zone
- Timeline
- 4–12 months (Redomiciliation carries the shareholder register, rights and obligations across — the company changes its personal law and address rather than being incorporated afresh.)
- Physical presence
- For the company, not the family: at least fifteen full-time employees who are Russian tax residents living in the region, at least 50 m² of office inside the region, and all board meetings physically held in Russia.
- Permanent residency
- None directly. This is a corporate regime, not an immigration route, though the underlying company can support an investor residence application on its own criteria.
- Citizenship
- None
- Language test
- Not applicable
- Dual citizenship
- Permitted
- Requirements
- registration in one of the two special administrative regionsmore than 90% of income from the passive sources listed in Article 309.1at least fifteen full-time Russian-tax-resident employees in the regionat least 50 m² of office premises inside the SARRUB 300m of qualifying investment within three yearscontrolling persons holding at least 75%, at least one of them a Russian tax resident or citizen
- THE GRANDFATHERING IS GONE. Any international holding company that has relied on the 0% dividend rate without meeting Article 284.10 lost that shelter on 1 January 2026, and failing the test strips the reliefs retroactively with interest.
- The substance test is not a paper exercise: fifteen Russian-tax-resident staff physically in Kaliningrad or Vladivostok, 50 m² of office, RUB 300m of investment inside three years, more than 90% passive income, and board meetings held in Russia.
- Dividends owed to shareholders from unfriendly states above RUB 10m in a calendar month do not leave Russia. They are credited in roubles to a blocked type C account under Presidential Decree No. 95 of 5 March 2022. The value is recorded; it is not accessible.
- EXIT IS PRICED TO PUNISH. Since October 2024 a seller from an unfriendly state faces a mandatory discount of at least 60% to independently appraised market value plus a 35% contribution to the federal budget, staged 25% at one month, 5% at one year and 5% at two years. That leaves roughly 5% of appraised value before tax. Deals above RUB 50bn need the President's personal consent.
- Presidential Decree No. 520 bans outright, until 31 December 2027, any change of ownership in strategic enterprises and in the fuel, energy and financial sectors. There is no permission route, only a separate presidential decision.
- Presidential Decree No. 436 of 1 July 2025 does create a protected channel for NEW foreign money through type И accounts, freely repatriable and exempt from eight counter-sanction decrees. It does nothing for positions held before 2022, and it rests on a decree that another decree can amend.
- Your Western advisers may not lawfully be able to help you. EU Regulation 833/2014 Article 5n bans the provision of accounting, audit, tax, business and management consulting, legal advisory and IT consultancy services to entities established in Russia, and reaches indirect provision, outsourcing and EU nationals acting as employees. The US determination under Executive Order 14071 bans accounting, trust and corporate formation and management consulting services to any person located in Russia. The UK bans the equivalent list to persons connected with Russia. The three regimes are drawn differently and must each be checked.