Choosing in the dark
Teams default to “leave it until next year.” That is a choice: another year in the FTS audit window, another director risk, another 1C that nobody can open. The cheap year is the one where the path is written down.
- Hold without a calendar — penalties stacked by quarter
- Liquidation opened on a dead director and a two-year filing gap
- A “sale” assumed, then blocked by Sub-Commission rules and economics
- No English paper when the audit committee asks why the shell is still there
What it is
Large advisory firms sell “diagnostics” and “options assessments” before a client picks a path. The Russian subsidiary — operating or quiet — needs the same discipline, not a growth strategy: the entity is already on EGRUL, the parent is already constrained. The live choices are hold (file, account, represent — including a company that still operates), mothball (minimum lawful presence), or liquidate (voluntary deletion).
As of mid-2026, most international groups that entered Russia before 2022 have still not completed a full legal exit. A dormant company is not a closed company. A sale to a local buyer, where it is even available, is a separate Government-Commission process with discounts and contributions — we do not run that process. We tell you, in writing, which of the three administrative paths fits this entity.
The deliverable is an English options paper your GC can send to the board and to U.S. sanctions counsel. It is not a law-firm opinion and not a recommendation to stay in the Russian market.
What is in scope — and what is not
We do
- EGRUL, director, address, and “unreliable data” read
- Tax and filing-gap sketch (what exists, what is missing, what the next four quarters look like)
- Bank, digital signature, leftover contracts, leftover people, and 1C location
- SDN / 50-percent screen of the entity, directors, bank, and known counterparties
- A three-path paper: hold (including a going concern under administration), mothball, liquidate — clocks, in-country work, and parent-side constraints
- What we will not do on this file (sale process, prohibited operations, listed parties)
We do not
- A Russia market-entry or “how to keep selling” memo
- Running a Government-Commission sale to a Russian buyer
- A formal OFAC legal opinion (we map; your counsel opines)
How the work runs
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01
Pack
Entity name, last extract, last filings if any, 1C or a statement that it is missing, leftover FTS letters.
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02
Screen
SDN and 50-percent. Hits stop the paper.
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03
Read
Register, tax gap, people, bank, books.
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04
Paper
Three paths, recommended next mandate, and a call with GC.
Calendar
| When | What |
|---|---|
| Days 1–3 | Screening and document request |
| Week 2 | Draft paths to counsel if copied |
| Week 2–3 | Final English paper |
What we need to start
Missing items are a workstream, not a reason to wait. A signed note that a year of filings does not exist is more useful than another month of silence.
- Current EGRUL extract and charter
- Last filed returns or a signed note that they do not exist
- Director and participant list
- Bank name, if an account still exists
- One paragraph: keep operating, mothball, exit, or “we do not know yet”
Reporting
One written English options paper. Optional walkthrough with GC. It becomes the first exhibit in any later engagement letter.
Who it is for
Boards, GCs, and instructing law firms that have not yet chosen keep-current versus wind-down — including companies that still operate and those that do not.
We will not take
- A request for a plan to resume ordinary trade in Russia
- A sell-side process to a Russian buyer
Fees and start
Fixed-scope engagements with fees agreed in advance. Pricing is set after an initial consultation at no charge. Standard paper: 2–3 weeks from a usable document pack. See how the New York contract works and the week-one document pack.