Taxation of share disposals in Russia in 2026: the five-year exemption and its cap, rates above the cap, disposal by a corporate seller and the consequences of losing tax residency.
Article 217(17.2) of the Russian Tax Code exempts from personal income tax the proceeds of disposals of participation interests in Russian companies and of shares held continuously for more than five years. From 1 January 2025, Federal Law No. 176-FZ of 12 July 2024 introduced a limit: the exemption covers income up to RUB 50m per tax period.
Amounts above the cap fall into a separate tax base (Article 210(6)(8)) and are taxed on the two-step scale in Article 224(1.1): 13% on the portion of income up to RUB 2.4m and 15% on the balance. The five-step scale reaching 22% applies to other categories of income.
The general rules apply: income is reduced by documented acquisition costs (Article 220), and the same 13% / 15% scale applies to the resulting base.
Status is determined for the calendar year: presence in Russia of fewer than 183 days makes an individual a non-resident. The consequences for a share disposal arrive together:
The practical conclusion: the decision to relocate and the decision to sell are linked in timing and in consequence. Here the order of steps is worth more than the steps themselves.
Article 284.2 preserves a 0% profits tax rate on interests held continuously for more than five years. A cap by amount, of the kind introduced for individuals, is absent here. The condition: Russian real estate makes up 50% or less of the assets of the company whose interests are being sold.
On a different asset composition or a shorter holding period, the gain (proceeds less documented costs under Article 268) is taxed at the general profits tax rate of 25% from 1 January 2025 (Article 284 as amended by Law No. 176-FZ).
Disposals of participation interests in Russian companies are exempt from VAT (Article 149(2)(12)).
| Seller | Holding period | Rate | Base |
|---|---|---|---|
| Individual, Russian resident | over 5 years | 0% up to RUB 50m, then 13% / 15% | exemption under Art. 217(17.2); excess under Art. 224(1.1) |
| Individual, Russian resident | under 5 years | 13% up to RUB 2.4m, then 15% | income less documented costs (Art. 220) |
| Individual, non-resident | any | 30% | the full consideration (Art. 224(3)) |
| Russian company | over 5 years | 0% | full amount where real estate is 50% of assets or less (Art. 284.2) |
| Russian company | under 5 years | 25% | gain under Art. 268 |
These are two different agreements with different consequences, and the choice between them usually becomes a point of negotiation:
| Share sale | Asset sale | |
|---|---|---|
| What transfers | the company in full, with its history and obligations | only the selected assets |
| Historic risk | passes to the buyer | stays with the seller |
| Usually preferred by | the seller | the buyer |
| Seller's tax | exemption available on a five-year holding | tax at company level plus tax on extracting the proceeds |
A buyer insisting on an asset purchase is most often seeking to leave the company's tax and litigation risk with the seller. The answer to that is a thorough vendor due diligence that addresses the concern.
The tax map of the transaction — the consequences of each structural option calculated before signing — sits in capital and structuring. Residency, capital allocation and life after the exit — private clients. A position on a specific transaction is prepared together with a specialist tax adviser.
This material is informational and serves a reference purpose. Decisions on a specific transaction are taken on the basis of documents and together with a specialist adviser: every situation requires separate analysis.