This reorganization helps to mitigate sanction risks, simplify transactions, and prepare assets for sale. However, lawyers warn that without a well-thought-out strategy, such schemes can become a source of problems – from claims by the Federal Tax Service (FTS) to loss of assets. What tools companies are choosing today, what are the risks of new and old approaches, and how has the role of consultants changed in such projects – were discussed in a special issue of Pravo.ru dedicated to corporate law.

Since 2022, closed-end mutual funds have become one of the most in-demand tools. Advantages of it include exemption from profit tax and confidentiality of the investor composition.

Information about closed-end mutual funds' investors is not disclosed in either the Unified State Register of Legal Entities or the Unified State Register of Real Estate. Even when selling 100% of closed-end mutual funds' shares to a new investor, third parties won’t see a change in the company’s participants in the Unified State Register of Legal Entities or a change in the property owner in the Unified State Register of Real Estate, emphasizes KKMP Associate Samvel Vartanyan.

In classic M&A deals, closed-end mutual funds are sometimes used by buyers to conceal the ultimate beneficiary. Sellers generally do not create funds specifically for such transactions. However, more and more often, closed-end mutual funds' management companies are acting on the seller’s side, created in recent years specifically to protect beneficiaries from sanctions.

Interest in personal funds surged in the second half of 2024, after amendments were made to the law. Now, the fund is registered as a regular legal entity through the tax authority, and assets can be transferred not only by the founder but also by third parties. The latter has increased the attractiveness of the tool, as previously, the fund had to be filled through multi-step schemes, which deterred investors, explains KKMP Associate Violetta Drondina.

After transferring assets to a personal fund, the property becomes the fund's ownership, and therefore cannot be recovered to satisfy the founder’s debts. The fund is liable for its obligations only subsidiarily for three years, in exceptional cases – for five.