The Civil Code and the Demand for Russian Corporate Law (Part Two)

The paper examines how Russian Civil Code, which celebrates its 30-year anniversary in 2025, affected Russian corporate law’s ability to compete with foreign jurisdictions to attract businesses. From Charles Thibou’s 1956 seminal work perspective on regulatory competition the author of this paper argues that Russian Civil Code has had its ups and downs in terms of attractiveness of Russian corporate law. The paper shows that for the first 20 years of the Code since it has been enacted, Russian Civil Code contributed a lot in moving Russian businesses out of Russia, mostly under the English law jurisdiction. However, the fundamental legal reform of the Code commenced in 2012–2015 dramatically changed the state of affairs: more and more Russian businesses have started to employ Russian substantive law, including corporate law, to structure commercial deals. This process of moving back to Mother Russia was fueled by introduction of a new piece of legislation in 2018, which allowed a re-domiciliation of foreign companies into Russia, and finally by a new legislation of 2021 that effectively incorporated in the Civil Code functional analogues of trusts under Russian law. The paper concludes by set of legal reform proposals aimed to further enhance Russian corporate law and to make it even more competitive and business-friendly.