Recital 12

(12) The scope of the transaction ban set out in Article 5aa(1) of Regulation (EU) No 833/2014 should be interpreted in a broad sense, and should encompass all kinds of transactions. In this context, with regard to the relationship between a Union subsidiary and a Russian parent company listed in Annex XIX to Regulation (EU) No 833/2014, the transaction ban should to a large extent result, in practice, in the de-coupling of the subsidiary from its Russian parent company. Consequently, directly or indirectly obtaining approvals that, under the terms of an intra-corporation agreement or pursuant to another legal requirement, subsidiaries may have to obtain from a listed parent company, or executing instructions given directly or indirectly by a listed parent company, could lead to a subsidiary qualifying as acting on behalf of or at the direction of an entity referred to in Article 5aa(1), point (a) or (b), of Regulation (EU) No 833/2014, and in accordance with point (c) of that paragraph. Consequently, that subsidiary, depending on the specific circumstances, may fall within the scope of the transaction ban. Actions which demonstrate that the subsidiary acts on behalf of or at the direction of a Russian entity include the appointment or dismissal of any authorised representatives of the Union subsidiary, or the receipt of instructions from, or approvals by, an intermediary entity not engaged in operational business activities. As a result of those consequences, a need may arise for measures to safeguard the continuance of a subsidiary acting on behalf of or at the direction of entities referred to in Article 5aa(1), point (a) or (b), of Regulation (EU) No 833/2014, for example by imposing a public trusteeship or a similar firewall measure on such a subsidiary. Such measures may, subject to national law, be imposed or authorised also by the national competent authorities in charge of the relevant sector or area in which the subsidiary operates. Given the importance of the transaction ban in Article 5aa(1) of, and the legal persons, entities and bodies listed in Annex XIX to, Regulation (EU) No 833/2014, it is necessary to apply strict criteria when a public trusteeship or a similar firewall measure is imposed. To ensure the continued functioning of, and compliance with restrictive measures by, subsidiaries acting on behalf of or at the direction of entities referred to in Article 5aa(1), point (a) or (b), of Regulation (EU) No 833/2014, Decision (CFSP) 2025/1495 introduces an exemption from the transaction ban, provided that a competent authority has imposed a public trusteeship or similar public firewall measure or the competent authority has authorised a similar firewall measure. This should be without prejudice to other restrictive measures.

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Source: EUR-Lex (Cellar) · retrieved 2026-10-16 · Text as adopted (Official Journal); later amendments are not incorporated in this text.