A Russian LLC in 2026: The Deadlines Set by Law That Italian Shareholders Do Not See in the Group Accounts
What a Russian limited liability company must do every year, by which deadlines, and what happens in the company register if it fails to comply: the applicable legal provisions, deadlines and administrative penalties.
31 December 2026 is the final day for filing with the Russian tax authorities the audit report on the 2025 financial statements of a limited liability company, where an audit is mandatory (Accounting Law, Article 18).
The same date marks the end of the second financial year relevant to comparing net assets with share capital, triggering a six-month period within which the company must either reduce its capital or liquidate (Limited Liability Companies Law, Article 30).
These are two examples of deadlines imposed automatically on a Russian LLC (OOO) by law, without any resolution being required from the company’s governing bodies.
The Register Counts the Days: Seven Working Days
The Law on State Registration of Legal Entities requires a company to notify the register of any changes to registered information — address, director, shareholders or share capital — within seven working days of the change (Article 5, Paragraph 5).
Late notification results in a warning or a fine of RUB 5,000 (approximately €60 at the Russian Central Bank exchange rate of 30 September 2026) for the director.
Failure to report information, or reporting inaccurate information, carries a fine of RUB 5,000 to RUB 10,000 (approximately €60 to €110).
A repeated violation, or the submission of documents containing knowingly false information, may result in disqualification for one to three years (Code of Administrative Offences, Article 14.25, Parts 3, 4 and 5).
The real risk, however, is not the financial penalty.
When the register determines that registered information is unreliable — for example, correspondence is returned from the registered address or the director cannot be contacted — it enters a notation indicating that the information is unreliable.
If this notation remains for more than six months, the company may be removed from the register by a decision of the registration authority, without liquidation proceedings or a court judgment (Article 21.1, Paragraph 5(b)).
On 13 August 2026, the Federal Tax Service clarified to its offices two indicators that may justify refusing registration because of an unreliable address: returned correspondence and an address shared by numerous companies that do not respond to communications.
Removal from the register also has consequences for individuals.
Anyone who held at least half the voting rights at the time of removal due to unreliable information, and anyone authorised to act on behalf of the company without a power of attorney, may be prohibited for three years from being registered as a shareholder or director of another Russian company (Article 23, Paragraph 1(f)).
Changing the Director Requires a Notary
Since 1 September 2024, the decision of the shareholders’ meeting, or sole shareholder, to elect or appoint a director must be notarised (Limited Liability Companies Law, Article 40, Paragraph 1, as amended by Federal Law No. 287-FZ of 8 August 2024).
Banks, non-bank financial institutions and specialised securities market companies are exempt.
The notary is responsible for signing and electronically submitting the registration application, a task previously performed by the incoming director.
A resolution signed in Milan and sent to Moscow does not, by itself, result in registration.
The Annual Shareholders’ Meeting and Financial Statements: Three Timeframes
The annual shareholders’ meeting approving the financial year’s results must take place no earlier than two months and no later than four months after the year-end (Article 34).
For companies whose financial year follows the calendar year, this means between 1 March and 30 April.
The annual report approved at the meeting must include a section on net assets, showing their development over the previous three financial years, the reasons why net assets may be below share capital, and the measures planned to restore the required balance (Article 30, Paragraph 3).
Financial statements must be filed electronically with the tax authorities within three months of the financial year-end, meaning by 31 March.
They are then included in the public financial statements database (Accounting Law, Article 18, Paragraphs 3 and 5).
Where a company is subject to a mandatory audit, it must also enter information in the Unified Federal Register of Information on the Activities of Legal Entities within three working days.
This includes information about the financial statements — reporting period, preparation date, approval date and filing date — as well as audit information, including the auditor’s name and identification details and the date of the audit report (Registration Law, Article 7.1, Paragraph 7, Subparagraph l.2, and Paragraph 9).
Mandatory Audits Are Determined by the Previous Year’s Figures
A Russian LLC is subject to a mandatory annual audit if, in the financial year preceding the reporting year, either:
– Revenue exceeded RUB 800 million (approximately €8.33 million); or
– Total balance-sheet assets at the end of that year exceeded RUB 400 million (approximately €4.17 million).
These thresholds are established by the Law on Auditing Activities, Article 5, Paragraph 1, Subparagraph 4, and Paragraph 2.
Meeting either threshold is sufficient.
For the 2026 financial statements, the relevant figures are those for 2025.
The audit report must be filed together with the financial statements or within ten working days beginning on the day following the date of the audit report, but in any event no later than 31 December of the year following the reporting year (Accounting Law, Article 18, Paragraph 6).
Net Assets: The Second Year-End Triggers a Six-Month Deadline
If, at the end of the second consecutive financial year, a company’s net assets remain below its share capital, the company has six months to make one of two decisions:
1. Reduce its share capital to an amount not exceeding its net assets; or
2. Liquidate the company.
This requirement is established by Article 30, Paragraph 4.
A transitional provision excluded the financial years ending in 2022 and 2023 from the calculation.
The first fully relevant comparison was therefore between 2024 and 2025.
The next comparison, between 2025 and 2026, concludes on 31 December 2026 and triggers a six-month period ending on 30 June 2027.
The comparison must be based on the Russian company’s own financial statements, not the consolidated group accounts.
A shareholder loan used to finance losses is treated as a liability, not as net assets.
Ultimate Beneficial Owners: Documentation That Must Be Kept Ready
Russian anti-money laundering legislation requires companies to maintain information about their ultimate beneficial owners — the natural persons who ultimately control the company (Article 6.1, Paragraph 1).
This information must be updated at least annually, or whenever changes occur, properly documented and retained for at least five years (Paragraph 3).
A company may request the relevant information from its shareholders and controlling persons.
It must also provide the information upon request from the anti-money laundering authority or tax authorities (Paragraphs 4 and 6).
There is no public register in which this information must be filed.
Failure to comply can result in:
– For the company: RUB 100,000 to RUB 500,000 (approximately €1,100 to €5,300).
– For the director: RUB 30,000 to RUB 40,000 (approximately €320 to €420), or disqualification for up to one year.
These sanctions are established by the Code of Administrative Offences, Article 14.25.1.
For an Italian corporate group, the beneficial ownership records must identify the natural persons who ultimately control the parent company and must be updated whenever ownership changes occur anywhere in the ownership chain.
What to Check, and By When
Before the financial year-end, five checks should be carried out:
1. Company register extract: Obtain a current extract for the Russian subsidiary and verify the registered address, director, shareholders and share capital, ensuring that no notations of unreliable information appear.
2. Director’s appointment: Check the expiry of the director’s term under the company’s articles of association and allow sufficient time for the required notarised appointment decision.
3. Mandatory audit thresholds: Compare 2025 revenue and balance-sheet assets against the two statutory audit thresholds, and check the date of the audit report if one is required.
4. Net assets: Review net assets as at 31 December 2025 and the projected position as at 31 December 2026 against registered share capital.
5. Ultimate beneficial ownership: Review the beneficial ownership documentation and confirm the date it was last updated.
If this affects your company in Russia, please contact me here.
This article provides general information and does not constitute legal advice. It reflects the legislation in force as at 30 October 2026.
Additional Note
Note 1 — Why the Russian Company Register Is Not Simply an Archive
The register is maintained by the Federal Tax Service, which acts both as the registration authority and the tax authority.
Administrative removal of companies from the register is an established practice.
In 2023, the Federal Tax Service removed 173,000 companies from the register because of unreliable information and recorded notations of unreliable information against another 275,000 companies.
Where a company fails to act, the authority may substitute its own administrative decision for action by the company.
Source: Federal Tax Service, 1 February 2024.
Sources
1. Federal Law No. 14-FZ of 8 February 1998, on Limited Liability Companies, as amended on 4 August 2026: Article 30, Paragraphs 3 and 4, including the transitional provision excluding the 2022 and 2023 financial year-ends from the calculation; Article 34; and Article 40, Paragraph 1, as amended by Federal Law No. 287-FZ of 8 August 2024, effective from 1 September 2024.
2. Federal Law No. 129-FZ of 8 August 2001, on State Registration of Legal Entities and Individual Entrepreneurs, as amended on 4 August 2026: Article 5, Paragraph 5; Article 7.1, Paragraph 7, Subparagraph l.2, and Paragraph 9; Article 21.1, Paragraph 5; and Article 23, Paragraph 1(f).
3. Federal Law No. 402-FZ of 6 December 2011, on Accounting: Article 18, Paragraphs 3, 5 and 6.
4. Federal Law No. 307-FZ of 30 December 2008, on Auditing Activities: Article 5, Paragraph 1, Subparagraph 4, and Paragraph 2, as currently amended. The latest amendment, Federal Law No. 176-FZ of 10 June 2026, does not change the two thresholds.
5. Federal Law No. 115-FZ of 7 August 2001, on Counteracting the Legalisation (Laundering) of Criminal Proceeds and the Financing of Terrorism: Article 6.1.
6. Code of Administrative Offences of the Russian Federation: Article 14.25, Parts 3, 4 and 5; and Article 14.25.1.
7. Federal Tax Service: Official notice concerning the notarisation requirement for decisions appointing directors from 1 September 2024, published on nalog.gov.ru; and Letter No. KV-36-14/6965@ of 13 August 2026 concerning the reliability of information in the company register.
8. ConsultantPlus: Current versions of the relevant legislation reviewed through the legal database at consultant.ru.
9. Central Bank of Russia: Official exchange rate as at 30 September 2026: €1 = RUB 96.0625, with the euro conversions rounded upwards.
10. Federal Tax Service: Official announcement of 1 February 2024, published on nalog.gov.ru, concerning companies removed from the register in 2023 because of unreliable information and notations of unreliable information entered in the register.
Terminology
Unified State Register of Legal Entities
Russian: ЕГРЮЛ — Единый государственный реестр юридических лиц
Notation of Unreliable Information
Russian: запись о недостоверности