Federal Law No. 259-FZ of July 31, 2020 (as amended on October 25, 2024)
“On Digital Financial Assets, Digital Currency, and Amendments to Certain Legislative Acts of the Russian Federation”.

RUSSIAN FEDERATION

FEDERAL LAW

ON DIGITAL FINANCIAL ASSETS, DIGITAL CURRENCY,

AND ON AMENDMENTS TO CERTAIN LEGISLATIVE ACTS

OF THE RUSSIAN FEDERATION

Adopted

by the State Duma

on July 22, 2020

Approved

by the Federation Council

on July 24, 2020

  1. Article 1. Subject of Regulation and Scope of this Federal LawThis Federal Law regulates relations arising in connection with the issuance, recording, and circulation of digital financial assets, specific aspects of the activities of the operator of the information system in which the digital financial assets are issued, and the operator of the digital financial asset exchange, as well as relations arising from the circulation of digital currency in the Russian Federation, including its mining.
  2. Digital financial assets are recognized as digital rights that include monetary claims, the possibility of exercising rights under issuance securities, rights of participation in the capital of a non-public joint-stock company, and the right to demand the transfer of issuance securities, which are stipulated by the decision on the issuance of digital financial assets in accordance with the procedure established by this Federal Law. Their issuance, recording, and circulation are possible only by making (modifying) entries in an information system based on distributed ledger technology, as well as in other information systems.
  3. Digital currency is recognized as a set of electronic data (digital code or designation) contained in an information system, which are offered and/or may be accepted as a means of payment that is not a monetary unit of the Russian Federation, a foreign state, or an international monetary or settlement unit, and/or as an investment, and in relation to which there is no person obligated to each holder of such electronic data, except for the operator and/or nodes of the information system who are only required to ensure compliance with the procedure for issuance of such data and for making (modifying) entries in such information system with its rules.
3.1. Mining of digital currency is recognized as the activity of performing mathematical calculations using technical and software-hardware tools to make entries in an information system using distributed ledger technology, aimed at issuing digital currency and/or receiving remuneration in digital currency by the person carrying out such activity for confirming entries in the information system.
3.2. A mining pool is recognized as a combination of the capacities of several technical and software-hardware tools belonging to different owners (hereinafter — participants of the mining pool) and used for the purpose of mining digital currency, resulting in the distribution of the mined (received) digital currency among the participants of the mining pool.
3.3. A person organizing the activity of a mining pool is recognized as a person providing services to mining pool participants for combining the capacities of several technical and software-hardware tools used for mining digital currency, resulting in the distribution of the mined (received) digital currency among the participants of the mining pool.
3.4. Mining infrastructure is recognized as facilities used to host technical and software-hardware tools used for the activities specified in parts 3.1 and 3.2 of this article, including engineering and technical support (electricity supply), and/or such technical and software-hardware tools.
3.5. A mining infrastructure operator is recognized as a person providing services for the provision of mining infrastructure for the activities specified in parts 3.1 and 3.2 of this article.
3.6. An address identifier is recognized as a unique sequence of characters intended for recording in the information system of incoming and outgoing transactions with digital currency.
  1. The issuance, recording, and circulation of issuance securities, the rights to which are certified by digital financial assets, are regulated by the Federal Law of April 22, 1996 No. 39-FZ “On the Securities Market”, considering the specifics provided by this Federal Law.
  2. A foreign nominee holder of digital financial assets carries out the recording and transfer of rights to digital financial assets credited to them and belonging to other persons in accordance with its personal law. The identification of a person as the holder of digital financial assets exercising rights, with the rights being recorded by the foreign nominee holder, is determined according to the personal law of the foreign nominee holder.
  3. In information systems where digital financial assets are issued, it is also allowed to issue digital rights that simultaneously include digital financial assets and other digital rights. In this case, the issuance, recording, and circulation of such combined digital rights are carried out in accordance with the requirements of this Federal Law applicable to digital financial assets, and settlements under transactions with such digital rights are carried out in accordance with both this Federal Law and the Federal Law of June 27, 2011 No. 161-FZ “On the National Payment System.”
  4. For the purposes of this Federal Law, a distributed ledger is understood to be a set of databases in which the consistency of the contained information is ensured through established algorithms.
  5. For the purposes of this Federal Law, nodes of the information system are users of a distributed ledger-based information system who ensure the consistency of the information contained therein by using procedures for validating entries made (or modified) in the system.
8.1. For the purposes of this Federal Law, foreign digital rights are understood to be obligation-related and other rights whose issuance, recording, and circulation are carried out in an information system not governed by Russian law, excluding foreign securities that, under the personal law of the obligated party, are classified as securities.
  1. The terms “information system” and “operator of the information system” are used in this Federal Law as defined by the Federal Law of July 27, 2006 No. 149-FZ “On Information, Information Technologies, and the Protection of Information.”
  2. The term “beneficial owner” is used in this Federal Law as defined in paragraph thirteen of Part 1 of Article 3 of the Federal Law of August 7, 2001 No. 115-FZ “On Counteracting Legalization (Laundering) of Proceeds from Crime and Financing of Terrorism.”
  3. The provisions of this Federal Law do not apply to the circulation of non-cash money, electronic monetary funds, or the issuance, recording, and circulation of uncertificated securities.
  4. The term “electronic platform” is used in this Federal Law as defined by Article 3 of the Federal Law of June 27, 2011 No. 161-FZ “On the National Payment System.”
  1. Article 1.1. Scope of Application of this Federal Law in Connection with the Establishment of an Experimental Legal Regime in the Field of Digital InnovationIn accordance with Federal Law No. 258-FZ of July 31, 2020, “On Experimental Legal Regimes in the Field of Digital Innovation in the Russian Federation,” special regulation may be established in the area of legislation of the Russian Federation governing relations arising in connection with the circulation of digital currency in the Russian Federation, including its mining. Such special regulation is established by the program of the experimental legal regime in the field of digital innovation, which is approved by a regulatory act of the Bank of Russia in accordance with Federal Law No. 258-FZ of July 31, 2020. For the purpose of conducting transactions with digital currency, the provisions of such a program that establish the conditions of the experimental legal regime may amend or exclude the application of the provisions of this Federal Law related to the regulation of relations concerning the circulation of digital currency in the Russian Federation, including its mining.
  2. The provisions of the program of the experimental legal regime in the field of digital innovation may exclude and/or amend the application of one or several provisions established by Part 3 of Article 1 and Part 5 of Article 14 of this Federal Law, in relation to transactions with digital currency conducted in the course of foreign trade activities through an authorized organization, unless other conditions for conducting such transactions are established by the regulatory act of the Bank of Russia referred to in Part 1 of this Article.
  3. An "authorized organization" means an entity designated by the program of the experimental legal regime in the field of digital innovation, which facilitates the execution of transactions with digital currency between participants of the experimental legal regime. The rights and obligations of the authorized organization and the procedure for its interaction with participants of the experimental legal regime are determined by the program of the experimental legal regime.
  4. The decision to establish an experimental legal regime in the field of digital innovation and to approve the relevant program is subject to coordination with:
  5. – the federal executive authority responsible for countering the legalization (laundering) of proceeds of crime, financing of terrorism, and financing of the proliferation of weapons of mass destruction;
  6. – the federal executive authority responsible for ensuring national security;
  7. – the federal executive authority responsible for developing state policy and legal regulation in the financial markets sector.
  1. Article 2. Issuance of Digital Financial AssetsThe rights certified by digital financial assets arise for their first holder at the moment when an entry is made in the information system, in which the issuance of digital financial assets is carried out, regarding the crediting of the digital financial assets to that person.
  2. The type and scope of rights certified by the issued digital financial assets shall be stipulated in the decision on the issuance of digital financial assets in accordance with the requirements of Article 3 of this Federal Law.
  3. The actions of making an entry in the information system, in which the issuance of digital financial assets is carried out, regarding the crediting of the digital financial assets to their first holder (hereinafter referred to as the issuance of digital financial assets) may be carried out by:
  4. individuals registered as individual entrepreneurs in accordance with Federal Law No. 129-FZ of August 8, 2001 “On State Registration of Legal Entities and Individual Entrepreneurs”;
  5. legal entities (commercial and non-commercial organizations).
  6. In the cases and manner established by a regulatory act of the Bank of Russia, digital financial assets may be credited to a nominee holder of digital financial assets who records rights to digital financial assets belonging to other persons. Only a person holding a license for depository activity may act as a nominee holder of digital financial assets. The operator of the information system in which the digital financial assets are issued cannot act as a nominee holder of such assets.
4.1. Digital financial assets may be credited to a foreign nominee holder of digital financial assets who meets the requirements established by the Bank of Russia for recording rights to digital financial assets belonging to other persons on whose behalf and in whose interests such assets are accounted and/or disposed of.
4.2. Digital financial assets specified in Part 4.1 of this Article must be separately recorded as entries in the manner established by the rules of the information system in which such assets are issued.
4.3. A foreign nominee holder of digital financial assets has the right to perform actions related to the exercise of rights certified by the digital financial assets and their disposal without a power of attorney, in the interests of its clients, in accordance with agreements concluded with them.
4.4. A foreign nominee holder of digital financial assets is obliged to provide information about its clients to the operator of the information system in which the digital financial assets are issued, for the purpose of fulfilling the obligations of such an operator under Russian legislation, in the procedure, terms, scope, and form established by a regulatory act of the Bank of Russia.
4.5. Digital financial assets credited to a foreign nominee holder of digital financial assets in accordance with Part 4.1 of this Article may not be subject to enforcement for the obligations of that nominee holder.
  1. Transactions related to the acquisition of digital financial assets at the time of their issuance, as well as the termination of obligations certified by digital financial assets, may be carried out in the information system in which such assets are issued, without the involvement of a digital financial asset exchange operator.
  1. Article 3. Decision on the Issuance of Digital Financial AssetsThe decision on the issuance of digital financial assets must include:
  2. Information about the issuer of the digital financial assets, including:
  • for individuals: surname, first name, patronymic (if applicable), place of residence, and information on state registration as an individual entrepreneur;
  • for legal entities: full name, address, state registration details, and website address in the Internet information and telecommunications network;
  1. Information about the operator of the information system in which the digital financial assets are issued;
  2. The type and scope of rights specified in Part 2 of Article 1 of this Federal Law that are certified by the issued digital financial assets, or an indication that the assets certify several types of rights and that the holder is entitled, upon the occurrence of conditions specified in the issuance decision, to choose which right to exercise;
  3. The number of digital financial assets to be issued and/or the maximum amount of funds to be paid for them, and/or the maximum number of items or the maximum value (or quantity) of property rights, including digital rights or other rights with a monetary value, to be transferred in exchange, after which the issuance is considered complete;
  4. The conditions under which the issuance of digital financial assets is deemed to have occurred (is complete);
  5. The price of acquiring the digital financial assets or the procedure for its determination (if paid in money), and/or the quantity or value of other assets, including digital rights, to be transferred as consideration for the assets, or the procedure for determining such quantity or value (if paid in kind);
  6. The start date for offering the digital financial assets for acquisition;
  7. The method of payment (cash and/or transfer of other items or rights as consideration);
  8. An indication of the use of smart contracts or technologies that enforce contractual terms without additional expressions of will (if applicable);
  9. If the obligations certified by the assets are secured: a description of the collateral (if applicable), including its identification details, terms, and method of securing the obligation;
  10. If the assets certify the right to exercise rights under issuance securities or to demand the transfer of such securities: the type and category (class) of those securities, and if they certify the right to demand transfer, the term or triggering event for that right;
  11. Any limitation of liability of the issuer (if applicable), with clear and unambiguous wording;
  12. Any other information required under this Federal Law.
1.1. The decision on issuance may state that acquisition is restricted to individual entrepreneurs and/or legal entities specified in the decision and/or meeting certain criteria defined therein.
  1. The decision may also contain additional information determined by the issuer.
  2. The Bank of Russia may establish additional requirements for the content of the issuance decision.
  3. If the decision limits the grounds and/or amount of the issuer's liability, such limitation must be clearly and unambiguously stated.
  4. Unless otherwise provided by this Federal Law, the issuance decision must be executed in electronic form and signed with a qualified electronic signature by the individual entrepreneur, the sole executive body of the legal entity, or an authorized representative.
5.1. If the obligations certified by the digital financial assets are secured by a third party, the issuance decision must also be signed with the qualified electronic signature of that third party (individual or legal entity), confirming the accuracy of the information about the collateral.
  1. The issuance decision must be published on the issuer’s website (if available) and on the information system operator’s website and remain publicly accessible until all obligations under the assets are fulfilled, unless otherwise provided by this Federal Law.
6.1. The decision may be exempt from public posting if it is addressed to a specific group of individual entrepreneurs or legal entities, and/or if the digital assets qualify as assets that can be acquired only by qualified investors. In this case, the operator must ensure access to the decision for the Bank of Russia, potential acquirers, and current holders until the obligations are fulfilled.
6.2. If the issuer is a legal entity governed by foreign law and the decision limits access to certain legal entities or individual entrepreneurs, the decision may be executed in paper form.
6.3. That decision must be signed by the head of the issuing entity or an authorized person, with the date of signing indicated.
6.4. The decision must be scanned and converted into electronic form and certified with a qualified electronic signature of the information system operator (or its representative).
  1. If the decision is published online and addressed to an indefinite group of persons, it is considered a public offer. The decision may also specify a limited group of addressees, especially when the assets certify rights to issuance securities or participation in a non-public joint-stock company.
  2. The issuance of digital financial assets under a public offer is carried out in accordance with federal laws.
  1. Article 4. Accounting and Circulation of Digital Financial AssetsUnless otherwise provided by this Federal Law, digital financial assets shall be recorded in the information system in which they are issued, in the form of entries made in accordance with the rules of the said information system.
1.1. The Bank of Russia has the right to establish specific features of accounting and/or circulation of foreign digital rights admitted to circulation in the Russian Federation in accordance with Part 3.1 of Article 5 of this Federal Law, including the determination of requirements for the persons who are entitled to acquire them.
1.2. The digital rights referred to in Part 1.1 of this Article may not be acquired by individuals who are citizens of the Russian Federation, unless otherwise provided by a regulatory act of the Bank of Russia.
  1. Entries regarding digital financial assets shall be made or amended by instruction of the issuer, the holder, the nominee holder, or the foreign nominee holder of digital financial assets, or in the cases provided for by this Federal Law, by other persons or through actions executed under a transaction which provides for the fulfillment of the parties’ obligations upon the occurrence of specific circumstances without an explicit additional expression of intent by the parties, through the use of information technologies, in accordance with the rules of the information system in which the digital financial assets are recorded.
  2. The rules of the information system must provide that, in the event of the termination of obligations certified by digital financial assets—either due to their performance or on other grounds established by Russian legislation or by the issuance decision—such entries must be canceled.
3.1. The issuer of digital financial assets may not refuse to fulfill obligations certified by the digital financial assets, including in cases where such assets have been acquired by a person not specified in the issuance decision and/or not meeting the criteria set out therein.
  1. Entries regarding digital financial assets are not subject to cancellation in cases where the issuer becomes the holder of such assets, unless otherwise provided by the issuance decision. However, if one year has passed since the issuer became the holder and the issuer has not ceased to be the holder during that period, the entry must be canceled. Article 413 of the Civil Code of the Russian Federation, regarding termination of obligation due to the coincidence of debtor and creditor in one person, does not apply in this case.
  2. Unless otherwise established by federal laws, the rights certified by digital financial assets shall pass to the new acquirer at the moment the entry about such transfer is made in the information system, in accordance with its rules.
  3. Restrictions or encumbrances on the right to dispose of digital financial assets arise from the moment the respective entry is made in the information system in accordance with its rules.
  4. Unless otherwise provided by federal laws, a person shall be recognized as the holder of digital financial assets if that person simultaneously meets the following criteria:
  5. the person is included in the register of users of the information system in which the digital financial assets are recorded, maintained in accordance with Article 8 of this Federal Law;
  6. the person has access to the information system by possessing a unique code required for such access, which allows the person to obtain information about the digital financial assets they hold and to manage them through the use of the information system.
  7. Access to the information system in which digital financial assets are recorded shall be provided in accordance with the rules of that information system, including the use of technical and software tools that allow the information system operator to fulfill its obligations under this Federal Law.
  8. The Bank of Russia has the right to determine characteristics of digital financial assets that may only be acquired by:
  9. – individuals who are citizens of the Russian Federation and/or
  10. – Russian legal entities that qualify as qualified investors;
  11. and/or to establish characteristics of digital financial assets which may only be acquired by individuals who are Russian citizens and Russian legal entities that are not qualified investors, within a monetary limit established by the Bank of Russia or subject to a maximum value of digital assets transferred as consideration.
  12. It is prohibited to accept digital financial assets as a means of payment or any other form of consideration for goods, work, or services provided, as well as in any other manner that implies payment by means of digital financial assets, except in cases provided for in Part 11 of this Article or in federal laws.
  13. Digital financial assets may be used as consideration under foreign trade agreements (contracts) concluded between residents and non-residents that provide for the transfer of goods, performance of work, provision of services, transfer of information, and results of intellectual activity, including exclusive rights thereto.
Article 5. Operator of the Information System in Which Digital Financial Assets Are Issued
  1. The operator of the information system in which digital financial assets are issued may be a legal entity included in the register of operators of information systems in which digital financial assets are issued (hereinafter — the register of information system operators), whose personal law is Russian law (including a credit institution, a person authorized to perform depository activities, or a person authorized to act as a trading organizer).
  2. The operator of the information system in which digital financial assets are issued is entitled to carry out its activities from the moment of its inclusion in the register of information system operators, which is maintained by the Bank of Russia in accordance with the procedure it establishes. The Bank of Russia supervises the activities of the operator of the information system in which digital financial assets are issued.
  3. The operator of the information system must approve the rules of such information system, which shall include:
  • procedures for making changes to the algorithm(s) of the system’s software;
  • requirements for users of the information system;
  • rules for the issuance of digital financial assets;
  • rules for engaging operators of digital financial asset exchanges, including requirements for such operators;
  • requirements for information protection and operational reliability;
  • methods for accounting digital financial assets in the information system, as well as for making or modifying entries of such assets in the system;
  • rules for ensuring holders’ access to the system (including the use of technical means that enable such access, if used);
  • procedures for maintaining the register of users, including rules for involving system nodes (for distributed ledger systems) and/or operators of other information systems, if involved;
  • rules for maintaining the register of security holders in the information system, including the timing of transactions in the register, if the operator accounts for rights to shares of a non-public joint-stock company issued in the form of digital financial assets (also referred to as “digital shares”);
  • an indication that the operator carries out settlements for transactions performed via an electronic platform by transferring funds between beneficiaries through a nominal account without changing the balance of the nominal account (if such services are provided);
  • rules on using a nominal account in settlements for transactions carried out via electronic platforms.
11.1) An indication of the possibility of accounting for and circulating digital financial assets in an information system organized not under Russian law, and the specific features of operations with such assets in the system in which they were issued (provided that a corresponding decision has been made by the operator of the information system in which the digital financial assets are issued);
12) Other provisions stipulated by federal laws.
3.1. Foreign digital rights are allowed to circulate in the Russian Federation as digital financial assets, including digital rights that simultaneously comprise digital financial assets and other digital rights, provided they are qualified as such by the operator of the information system in which digital financial assets are issued, and provided they meet the requirements of Part 2 or 6 of Article 1 of this Federal Law (excluding the requirement to adopt an issuance decision and the specific requirements for issuance, accounting, and circulation).
3.2. The operator of the information system carries out the activities provided for in Part 3.1 of this Article based on its internal documentation.
3.3. The Bank of Russia may prohibit the qualification of specific foreign digital rights as digital rights in order to ensure financial market stability or in the event of a threat to the rights and lawful interests of investors.
3.4. The Bank of Russia may establish additional requirements for foreign digital rights that may be qualified as digital rights.
4. The Bank of Russia may establish additional requirements for the content of the rules of the information system in which digital financial assets are issued, beyond those set out in Part 3 of this Article.
5. The sole executive body, members of the collegial executive body (if any), members of the collegial management body (e.g. supervisory board, if any), the chief accountant, the head of the internal control department (controller), and the head of the risk management department (or person responsible for organizing the risk management system) of the operator of the information system in which digital financial assets are issued, must, upon appointment and throughout their term (including temporary service), meet the qualification requirements (Part 7) and reputation requirements (Part 8).
A legal entity may not serve as the sole executive body, and the functions of the sole executive body may not be transferred to a management company or an individual entrepreneur (acting as manager).
6. If the operator is a business entity, any person who has the right, directly or indirectly (through affiliated persons), independently or jointly with others bound by a trust agreement, joint venture agreement, agency agreement, shareholders' agreement, or other agreement aimed at exercising rights certified by shares (interests), to dispose of 10% or more of the voting shares (interests) forming the authorized capital of the operator, must meet the business reputation requirements set out in Part 8 of this Article.
7. The qualification requirements for the persons specified in Part 5 are as follows:
  • Sole executive body: Higher education and at least two years of experience managing a financial institution or its relevant division, or an ICT company, or holding a senior government position in the Russian Federation or a member state of the Eurasian Economic Union (EAEU);
  • Member of the collegial executive body: Higher education and at least two years of similar experience in a financial, ICT, or information security organization or relevant government service;
  • Member of the collegial management body: Higher education;
  • Chief accountant: Higher education and at least one year of experience in accounting, financial reporting, or auditing within a financial institution;
  • Head of internal control/risk management: Higher education and at least one year of experience managing a financial institution or relevant division, or three years of experience in risk methodology, internal control, or audit-related functions.
8. The individuals specified in parts 5 and 6 of this Article may not include:
  1. persons who have an unserved or unexpunged criminal conviction for an intentional crime;
  2. persons who are currently subject to administrative punishment in the form of disqualification;
  3. persons who, regardless of the duration of their service, held the positions of sole executive body, member of the collegial executive body, member of the collegial management body (supervisory or other board), or chief accountant of a financial organization during the 12 months preceding the revocation (or annulment) of the financial organization's license to carry out activities due to violations of Russian Federation law, or its removal from the relevant register, if five years have not passed since such revocation or removal as of the day before their appointment — unless the person has provided the Bank of Russia with evidence of non-involvement in the decision-making or actions (or inaction) that led to the revocation or removal;
  4. persons who, by a final and binding court decision, were held administratively liable two or more times within the past three years for unlawful acts in the bankruptcy of a legal entity, including deliberate and/or fictitious bankruptcy (except in cases where the punishment was limited to a warning);
  5. persons who were held criminally liable by a final court decision for unlawful acts in the bankruptcy of a legal entity, including deliberate and/or fictitious bankruptcy, if five years have not passed since the effective date of the decision;
  6. persons whose names are included in the list of organizations and individuals involved in extremist or terrorist activity under Article 6 of Federal Law No. 115-FZ of August 7, 2001 “On Countering the Legalization (Laundering) of Criminal Proceeds and the Financing of Terrorism,” or in similar lists compiled by the UN Security Council or its authorized bodies relating to terrorists or proliferation of weapons of mass destruction;
  7. persons who are subject to a decision by the interagency body coordinating the fight against terrorism financing to freeze (block) their funds or other assets.
9. The operator of the information system in which digital financial assets are issued must notify the Bank of Russia, within the timeframes and in the manner established by regulatory acts of the Bank of Russia, of the appointment (election) and dismissal of persons specified in part 5 of this Article, as well as the assignment or termination of temporary fulfillment of duties in those positions. The operator must also submit information on the persons specified in part 6 to the Bank of Russia in accordance with the established procedure and terms.
10. If the Bank of Russia finds that persons specified in part 5 do not meet the qualification requirements under part 7 and/or the business reputation requirements under part 8, it has the right to demand that the operator replace them, in accordance with the procedures set by the Bank of Russia.
11. If the Bank of Russia finds that persons specified in part 6 do not meet the business reputation requirements of part 8, it shall, within 30 days, issue an order requiring that the violations be rectified or that a transaction (or transactions) be executed to reduce the shareholding of the relevant individual to no more than 10% of the voting shares (interests) in the operator’s charter capital. A copy of this order must also be sent to the information system operator. The Bank of Russia shall post this order on its official website no later than the day the order is issued. The affected individuals must comply with the order within 90 days and notify both the operator and the Bank of Russia of compliance within 5 days of doing so. From the date the order is posted on the official website and until its cancellation is posted, the affected persons and/or shareholders under their control or jointly exercising voting rights with them may only vote up to 10% of the total voting shares (interests) in the operator.
12. The order referenced in part 11 shall be canceled by the Bank of Russia upon compliance. The cancellation act shall be sent to the persons and entities involved, and copies of the act shall be sent to all recipients of the original order. The format and procedure for issuing and canceling the order shall be defined by regulatory acts of the Bank of Russia. Notice of cancellation shall be posted on the Bank’s official website no later than the date the cancellation is sent. The operator must inform its shareholders of the cancellation the next business day in accordance with the rules set by the Bank of Russia.
13. The operator must establish an internal control service and a risk management service, or appoint a controller and a person responsible for organizing the risk management system.
14. An operator that maintains a registry of shareholders of a non-public joint-stock company whose shares are issued as digital financial assets must possess a professional participant license for registrar activities in the securities market.
15. The Bank of Russia may establish additional requirements for the operator, including those related to internal control systems, operational reliability, and reporting.
16. The operator of the information system in which digital financial assets are issued has the right to facilitate the conclusion of transactions referred to in Part 1 of Article 10 of this Federal Law involving digital financial assets issued in the information system operated by it, as well as digital rights admitted by it for circulation in the Russian Federation in accordance with Part 3.1 of this Article, without being included in the register of digital financial asset exchange operators, provided that the rules of the information system in which digital financial assets are issued include the provisions of exchange rules as stipulated in Article 11 of this Federal Law. When facilitating transactions in accordance with this part, the operator of the information system is subject to the duties and restrictions established by this Federal Law for the activities of digital financial asset exchange operators.
17. The requirements of Parts 5–12 of this Article do not apply to credit institutions, trading organizers, or professional securities market participants engaged in registry or depository activities who operate an information system in which digital financial assets are issued.
18. If the Bank of Russia detects violations by the operator of the information system of the requirements of this Federal Law, regulations adopted under it, the rules of the information system, or the rights and legitimate interests of users of the information system, or if there is a threat to those rights and interests, the Bank of Russia, in accordance with the procedure it establishes, may:
  1. require the operator to partially or fully suspend the circulation of digital financial assets by prohibiting the entry or modification of records in the information system;
  2. require the operator, if it facilitates the transactions referred to in Part 1 of Article 10 of this Federal Law in accordance with Part 16 of this Article, to fully or partially restrict such activity;
  3. require the replacement of the person acting as the sole executive body of the operator.
19. The Bank of Russia has the right to request information on the beneficial owner of the issuer of digital financial assets from either the issuer or the operator of the information system. Both parties are obligated to provide this information upon request from the Bank of Russia.
Article 5.1. Nominal Account of the Information System Operator and Settlements for Transactions Carried Out Using an Electronic Platform1. For the purpose of conducting settlements related to the issuance of digital financial assets that include monetary claims, the exercise of rights to issuance securities, the right to demand the transfer of issuance securities, periodic payments under such digital financial assets, and their redemption, the operator of the information system in which digital financial assets are issued may open a nominal account with a Russian credit institution. The beneficiaries of this account may include the issuer of the digital financial assets, the holder, a person intending to acquire such assets, and a nominee holder. The credit rating of the credit institution must not be lower than the level set by the Board of Directors of the Bank of Russia.
2. If the nominal account specified in Part 1 is opened for operations involving funds belonging to multiple beneficiaries, the operator of the information system must keep separate records of each beneficiary's funds.
3. The operator may open one or more nominal accounts to conduct the settlements described in Part
4. The operator may act as one of the beneficiaries of the nominal account agreement if its remuneration for organizing the issuance of digital financial assets and/or facilitating related transactions is credited to that account, as stipulated in the system rules.
5. The operator must carry out settlements for transactions conducted via an electronic platform solely by transferring funds through a nominal account, in accordance with Federal Law No. 161-FZ of June 27, 2011 “On the National Payment System.”
6. Transactions provided for in Article 14.3 of Federal Law No. 161-FZ “On the National Payment System” may also be conducted using the nominal account of the operator.
7. The operator facilitating transactions with digital financial assets in accordance with Part 16 of Article 5 of this Federal Law may additionally conduct settlements by transferring funds between beneficiaries through a single nominal account, without changing the total balance of the nominal account, in accordance with Federal Law No. 161-FZ “On the National Payment System.”
8. To conduct such settlements as described in Part 7, the operator may open the nominal account mentioned in Part 1 with a Russian credit institution.
9. The operator of the information system who carries out the settlements provided for in part 7 of this Article for transactions executed via an electronic platform must meet the following requirements:
  1. the authorized capital must be at least 50 million rubles;
  2. the net assets of the business entity, calculated in accordance with the requirements of the Bank of Russia established for digital financial asset exchange operators in accordance with subparagraph “v” of paragraph 1, part 3, Article 10 of this Federal Law, must be at least 50 million rubles.
10. Information about the operator of the information system conducting settlements via an electronic platform by transferring funds between beneficiaries without changing the balance of the nominal account is to be included in the register of information system operators.
Article 6. Requirements for the Activities of the Operator of the Information System in Which Digital Financial Assets Are Issued1. The operator of the information system must ensure:
  1. the ability to restore access for the digital financial asset holder to the records of the information system upon request, in case such access has been lost;
  2. the uninterrupted and continuous operation of the information system, including the availability and proper functioning of redundant (backup) technological and operational resources that ensure such continuity;
  3. the integrity and accuracy of information about digital financial assets contained in the records of the information system;
  4. the correct implementation within the information system of algorithms established by the operator for creating, storing, and updating the information in a distributed ledger, and the algorithms ensuring identity of that information across all databases making up the ledger, and preventing unauthorized changes to those algorithms — for systems based on distributed ledgers;
  5. the impossibility for a user to make or alter a record of digital financial assets in such a way as to violate part 10 of Article 4 of this Federal Law or the prohibition on certain currency operations with digital financial assets as established by the Bank of Russia under part 4.2 of Article 5 of Federal Law No. 173-FZ of December 10, 2003 “On Currency Regulation and Currency Control”;
  6. the impossibility for persons other than individual entrepreneurs and legal entities listed or meeting the criteria specified in the issuance decision to acquire digital financial assets limited to such persons — except in cases of universal succession or other exceptions established by the Bank of Russia.
2. The operator must enter (or modify) records of digital financial assets based on a legally effective court decision, enforcement document (including a writ of execution), other official acts, or a certificate of inheritance issued in accordance with the law, no later than the business day following receipt of the relevant request. The operator must also inform the digital financial asset exchange operator of any such record updates by the next business day.
3. The operator must provide information from the records of the information system about the holder's digital financial assets and issuance decisions:
  1. upon court request;
  2. upon request from federal authorities combating money laundering and terrorism financing, the Bank of Russia, enforcement agencies, tax authorities, or other officials under relevant legislation;
  3. upon consent of an investigative body head — to preliminary investigation authorities handling active cases;
  4. by court order — to authorized operational-investigative officials when identifying or preventing crimes, as per Article 9 of Federal Law No. 144-FZ “On Operational-Investigative Activities” of August 12, 1995;
  5. to authorized persons in anti-corruption matters under Russian law;
  6. to insolvency administrators during bankruptcy proceedings involving the asset holder;
  7. to registrars (depositories) where an account is held, under Article 8.6-1(5.1) of Federal Law No. 39-FZ “On the Securities Market” of April 22, 1996.
4. The operator must store information about transactions and participants in digital financial assets issued in its system for no less than five years from the transaction date.
5. The operator must ensure the actual possibility of exercising rights on issuance securities, demands for securities transfer, and rights to shares of non-public joint stock companies issued as digital financial assets (including voting, payment, and other rights) under the terms of the issuance decision.
6. The operator may recognize individuals as qualified investors based on their applications under Article 51.2 of Federal Law No. 39-FZ “On the Securities Market.”
7. If a person who is not a qualified investor acquires digital financial assets that meet the criteria established by the Bank of Russia under Article 4(9) of this Federal Law — including if wrongfully recognized as a qualified investor — the operator must, upon request of such person, buy back those assets at its own expense and reimburse all related costs. This obligation only applies to the portion exceeding the investment limit set by the Bank of Russia. If an investor was recognized based on false information, this consequence does not apply. It also does not apply to foreign individuals and legal entities. The claim must be made within one year of purchase.
8. The Bank of Russia may establish additional requirements for the activities of the operator of the information system in which digital financial assets are issued (including system requirements).
Article 7. Register of Information System Operators and the Procedure for Approval of the Rules of the Information System in Which Digital Financial Assets Are Issued
  1. The Bank of Russia shall include an operator in the register of information system operators within a period not exceeding three working days from the date of approval of the information system rules by the Bank of Russia. The register shall be published on the official website of the Bank of Russia on the Internet.
  2. After approving the rules of the information system, the operator must submit them for approval to the Bank of Russia along with the following documents:
  3. a petition for inclusion in the register of information system operators;
  4. copies of documents on the election (appointment) of persons referred to in Part 5 of Article 5 of this Federal Law;
  5. documents containing information about the persons referred to in Part 6 of Article 5;
  6. documents confirming that the persons referred to in Parts 5 and 6 of Article 5 meet the qualification requirements of Part 7 and/or reputation requirements of Part 8 (items 1–5) of Article 5;
  7. documents confirming that the operator meets the internal control and risk management requirements under Part 13 and the requirements established by the Bank of Russia under Part 15 of Article 5.
  8. The procedure for submission of the rules and documents under Part 2 and the requirements for such documents shall be established by the Bank of Russia.
  9. Within 60 working days of receiving the rules and documents, the Bank of Russia shall approve or reject them.
  10. The Bank of Russia may reject the approval if:
  11. the rules do not meet federal law or Bank regulations;
  12. the persons listed in Parts 5 and 6 of Article 5 do not meet qualification or reputation requirements;
  13. the operator does not meet the requirements of Parts 13 or 14 of Article 5, Part 9 of Article 5.1 (if the operator provides settlement services for transactions using electronic platforms), or other applicable regulations;
  14. the documents submitted contain incomplete or false information.
  15. The Bank of Russia shall notify the operator in writing of the rejection and its grounds within five working days of the decision.
  16. If changes are made to the approved rules, the operator must submit the revised rules for approval. The Bank of Russia shall approve or reject the changes within 30 working days. Rejection is possible if the changes or the operator do not meet the requirements of federal law or applicable regulations, including Part 9 of Article 5.1 (for electronic platform settlements). The procedure for submitting and approving changes shall be set by the Bank of Russia. Changes come into force no earlier than the date of approval.
  17. If an operator violates this law, Articles 6 or 7 (except clause 3), or Articles 7.3 and 7.5 of Federal Law No. 115-FZ of August 7, 2001 (Anti-Money Laundering and Counter-Terrorism Financing), or related Bank of Russia regulations repeatedly within one year, the Bank of Russia may remove the operator from the register.
8.1. If an operator fails to comply with special economic measures under Article 3.1 of Federal Law No. 281-FZ of December 30, 2006 or violates related regulations repeatedly within a year, the Bank of Russia may remove them from the register.
  1. The Bank of Russia shall also remove an operator from the register in the event of license revocation or exclusion from the relevant register for institutions also licensed as credit or non-credit financial organizations, except where the license is annulled due to obtaining microfinance company status, or revoked/excluded upon the organization's own request.
  2. Once removed from the register, the operator must stop recording digital financial assets. Within 30 working days of removal, they must transfer all summary data on issuers, holders, and assets in the system to another approved operator, in accordance with procedures set by the Bank of Russia. This data must reflect the status as of the removal date.
  3. An operator may request removal from the register by petitioning the Bank of Russia, provided that all issuers in the system have fulfilled their obligations to all holders. The Bank shall remove them within 14 working days of receiving the petition and confirmation documents.
  4. The requirements of Part 2 (regarding persons referred to in Parts 5 and 6 of Article 5) and Part 5 (regarding rejection based on non-compliance with qualification or reputation standards) do not apply to credit institutions, trading organizers, or professional securities market participants performing registry or depository activities as system operators.
Article 8. Maintenance of the Register of Users of the Information System by the Operator of the Information System in Which Digital Financial Assets Are Issued
  1. The operator of the information system that issues digital financial assets maintains the register of users of the information system in accordance with this article. The operator may engage persons performing the functions of system nodes, as well as operators of other information systems, to maintain the register.
  2. The register of users shall contain the following information for each user:
  3. information about the user;
  4. information necessary for authenticating the user within the system;
  5. record of the user's role in the system (issuer, holder, exchange operator, nominee holder, or foreign nominee holder of digital financial assets).
  6. The information listed above is recorded based on documents verifying such information. The operator must retain these documents and data throughout the user’s presence in the register and for five years after removal from the register.
  7. The Bank of Russia determines the required documents, their submission procedure, and storage requirements.
Article 9. Liability of the Operator of the Information System That Issues Digital Financial Assets
  1. The operator is liable under civil law to compensate users for damages caused by:
  2. loss of data on the volume of assets or their holders;
  3. system technology failures;
  4. providing false or misleading information about the system, its rules, or the operator;
  5. violation of system rules, including lack of continuous and reliable functioning;
  6. non-compliance with the federal law.
  7. In the event of a technical failure, the operator must also take actions to execute the user’s will that was hindered by the failure.
Article 10. Operator of the Exchange of Digital Financial Assets
  1. Transactions involving the purchase, sale, exchange, or other dealings of digital financial assets (including rights combining digital financial and other rights) must be carried out through an exchange operator. This operator matches orders or acts as a counterparty on its own behalf in the interests of others. This does not apply to using digital financial assets as payment in foreign trade contracts.
  2. Exchange operators can be credit institutions, trading organizers, or other legal entities that meet legal requirements and are included in the official register by the Bank of Russia. The register is maintained and published online.
  3. The Bank of Russia includes non-bank entities in the register if they meet the following requirements:
For commercial entities:
a) governed by Russian law;
b) have a minimum capital of 50 million rubles;
c) minimum net assets of 50 million rubles;
d) no participants registered in offshore jurisdictions;
e) must have a governing board, internal control, and risk management service or designated officers;
f) executive and key officers must meet qualification and reputation requirements; the executive function cannot be outsourced;
g) any entity controlling ≥10% of voting shares must meet reputation standards.
For non-commercial entities:
a) governed by Russian law;
b) annual asset contributions of at least 50 million rubles;
c) no founders from offshore jurisdictions;
d) must have a supervisory board and internal control/risk management services;
e) executive and key officers must meet qualification and reputation standards; executive function cannot be outsourced.
  1. Individuals in these roles must meet the following qualifications:
  2. Executives and executive board members: higher education and ≥2 years of experience in financial or ICT sector, or public administration in Russia or EAEU;
  3. Supervisory board members: higher education;
  4. Chief accountant: higher education and ≥1 year in accounting/audit in a financial institution;
  5. Internal control and risk management heads: higher education and ≥1 year in relevant management or 3 years in supporting roles, or public administration experience as above.
5. Individuals specified in subparagraph "e" of paragraph 1 and subparagraph "d" of paragraph 2 of part 3 of this article, upon appointment (election) to positions and throughout the entire period of performing functions in these positions, including temporary performance of official duties, as well as individuals specified in subparagraph "zh" of paragraph 1 of part 3 of this article, may not be:
  1. Persons with an unexpunged or outstanding conviction for committing an intentional crime.
  2. Persons who are still within the period during which they are considered to be under administrative punishment in the form of disqualification.
  3. Persons who performed functions (regardless of the duration) as the sole executive body, member of a collegial executive body, member of a collegial management body (supervisory or other board), or chief accountant of a financial organization within 12 months preceding the date of revocation (annulment) of the financial organization's license for violating the legislation of the Russian Federation, or the date of exclusion of the financial organization from the relevant register for violating the legislation of the Russian Federation, if as of the day preceding the appointment (election) of the person to the position, a five-year period has not elapsed since the date of revocation (annulment) of the license or exclusion from the register (except when the person has provided the Bank of Russia with evidence of non-involvement in the decision-making or actions (inaction) that led to the revocation (annulment) of the license or exclusion from the register).
  4. Persons who have been held administratively liable two or more times within the last three years, by a court decision that has entered into legal force, for unlawful actions during the bankruptcy of a legal entity, deliberate and/or fictitious bankruptcy of a legal entity (except when such administrative offense resulted in an administrative penalty in the form of a warning).ICNL
  5. Persons who have been held criminally liable, by a court decision that has entered into legal force, for unlawful actions during the bankruptcy of a legal entity, deliberate and/or fictitious bankruptcy of a legal entity, if a five-year period has not elapsed since the date the court decision came into force.
  6. Persons whose information is contained in the list of organizations and individuals involved in extremist activities or terrorism, as provided by Article 6 of Federal Law No. 115-FZ of August 7, 2001 "On Countering the Legalization (Laundering) of Criminally Obtained Incomes and the Financing of Terrorism," or in lists compiled by the UN Security Council or bodies specially established by its decisions, concerning organizations and individuals associated with terrorist organizations and terrorists or with the proliferation of weapons of mass destruction.legislationline.org+1ICNL+1
  7. Persons in respect of whom the interdepartmental coordinating body performing functions to counter the financing of terrorism has decided to freeze (block) their funds or other property.legislationline.org
6. An operator of digital financial asset exchange, except for an operator that is a credit organization or a trading organizer, is obliged, in the manner and within the timeframes established by a regulatory act of the Bank of Russia, to notify the Bank of Russia about the appointment (election) of individuals to the positions specified in subparagraph "e" of paragraph 1 and subparagraph "d" of paragraph 2 of part 3 of this article, about the release of individuals from these positions, as well as about the assignment of temporary performance of duties for these positions and the release from such temporary performance. The operator is also obliged to provide the Bank of Russia with information about individuals specified in subparagraph "zh" of paragraph 1 of part 3 of this article.
7. If it is found that individuals specified in subparagraph "e" of paragraph 1 and subparagraph "d" of paragraph 2 of part 3 of this article do not meet the qualification requirements established by part 4 of this article and/or the business reputation requirements established by part 5 of this article, the Bank of Russia has the right to demand their replacement by the operator of digital financial asset exchange, except for an operator that is a credit organization or a trading organizer, in the manner established by a regulatory act of the Bank of Russia.
8. If it is found that individuals specified in subparagraph "zh" of paragraph 1 of part 3 of this article do not meet the business reputation requirements established by part 5 of this article, the Bank of Russia, within 30 days from the date of such discovery, sends these individuals a directive requiring the elimination of violations or the execution of a transaction(s) aimed at reducing the participation of a person who has the right to directly dispose of more than 10 percent of the shares (stakes) of the digital financial asset exchange operator in the authorized capital of such an operator to a size not exceeding 10 percent. A copy of the directive is also sent to the operator. The Bank of Russia publishes information about the directive on its official website no later than the day it is sent. The individuals must comply with the directive within 90 days from the date of its receipt and notify the operator and the Bank of Russia within 5 days of its execution, in the manner established by a regulatory act of the Bank of Russia. From the day the information about the directive is published until the day information about its cancellation is published, the individuals to whom the directive was sent and/or shareholders (participants) of the operator controlled by these individuals and/or persons associated with these individuals and jointly exercising rights certified by shares (stakes) of the operator have voting rights for a number of shares (stakes) not exceeding 10 percent.
9. The directive of the Bank of Russia specified in part 8 of this article is subject to cancellation by the Bank of Russia upon fulfillment of the requirements specified therein. The act of the Bank of Russia canceling the directive is sent to the individuals who received the directive. Copies of the act are also sent to those who received copies of the directive. The form and procedure for sending the directive and the act of its cancellation are established by a regulatory act of the Bank of Russia. Information about the cancellation is published on the official website of the Bank of Russia no later than the day the act is sent. The operator must inform its shareholders (participants) about the receipt of the act no later than the day following its receipt, in the manner provided by a regulatory act of the Bank of Russia.
10. The operator of digital financial asset exchange is obliged to ensure the storage of information about transactions with digital financial assets conducted through it, as well as about the participants of such transactions, for at least five years from the date of the respective transactions.
10.1. The operator is obliged to refuse to facilitate the conclusion of transactions with digital financial assets that are carried out in violation of the requirements of part 10 of Article 4 of this Federal Law.
11. The Bank of Russia has the right to establish additional requirements for the activities of digital financial asset exchange operators (including requirements for the organization of digital financial asset circulation, operational reliability, and reporting), as well as additional requirements for the information system used to conduct transactions with digital financial assets through the operator.
12. The Bank of Russia supervises the activities of the digital financial asset exchange operator in the manner established by the Bank of Russia.
13. The digital financial asset exchange operator may combine its activities with those of the operator of the information system in which digital financial assets are issued.
14. The operator of digital financial asset exchange, as well as other types of digital rights issued using an investment platform, may be the operator of the specified investment platform.
15. The operator of digital financial asset exchange has the right to recognize individuals as qualified investors upon their application, in accordance with Article 51.2 of Federal Law No. 39-FZ of April 22, 1996 "On the Securities Market."
16. If a person who is not a qualified investor acquires digital financial assets that meet the criteria defined by the Bank of Russia in accordance with part 9 of Article 4 of this Federal Law, including in cases of improper recognition of such person as a qualified investor through the operator, the operator is obliged, upon the request of such person, to repurchase these digital financial assets at its own expense and reimburse all expenses incurred by the person. If a non-qualified investor acquires digital financial assets exceeding the limit set by the Bank of Russia, the consequence applies only to the assets acquired beyond the specified limit. If the person was recognized as a qualified investor based on false information provided by them, the consequence does not apply. A claim for the application of this consequence can be filed by the person within one year from the date of acquisition of such digital financial assets. The consequence does not apply in the case of acquisition of digital financial assets by foreign individuals and legal entities.
17. If the Bank of Russia identifies a violation by a digital financial asset exchange operator of the requirements of this Federal Law, the regulatory acts of the Bank of Russia adopted pursuant to it, the rules of the exchange operator, or the rights and lawful interests of users of the information system in which digital financial assets are issued—or in case of a threat to such rights and interests—the Bank of Russia has the right, in accordance with procedures it establishes, to:
  1. Fully or partially restrict the exchange operator’s activity in facilitating digital financial asset transactions;
  2. Require the exchange operator to replace the individual performing the functions of the sole executive body.
  3. Article 10.1. Nominal Account of a Digital Financial Asset Exchange Operator and Settlements on Transactions via Electronic PlatformsFor settlements involving the issuance of digital financial assets that include monetary claims, exercise of rights on securities, demands for securities transfer, periodic payments, and redemption—as well as transactions executed via matching of opposite orders or proprietary trading on behalf of third parties—the exchange operator may open a nominal account in a Russian credit institution. Beneficiaries may include: the issuer, the holder, a person intending to acquire the asset, or a nominee holder. The credit institution must have a credit rating not lower than the level set by the Bank of Russia’s Board of Directors.
  4. The operator may open one or more such nominal accounts.
  5. The exchange operator may also act as one of the beneficiaries if its fee for facilitating or participating in transactions is credited to the nominal account, as stipulated in the asset exchange rules.
  6. Settlements for transactions on an electronic platform shall be carried out either by transferring funds via the nominal account or by reallocating funds between beneficiaries without changing the nominal account balance, in accordance with Federal Law No. 161-FZ "On the National Payment System".
  7. Operations related to the transfer of funds specified in Federal Law No. 161-FZ may be conducted through the nominal account.
  8. The Bank of Russia may establish additional requirements for exchange operators that provide settlement services for digital financial asset transactions.
  9. Information on settlements performed via reallocation of funds between beneficiaries without changing the nominal account balance must be included in the registry of exchange operators.
  10. Article 11. Rules for the Exchange of Digital Financial Assets and Their Approval Process; Register of Exchange OperatorsThe exchange operator shall adopt rules for exchanging digital financial assets, which must be approved by the Bank of Russia.
  11. The exchange rules must include:
  12. The procedure for conducting transactions through the exchange operator;
  13. The types of digital financial assets or rights that may be exchanged through the operator;
  14. Interaction procedures between the exchange operator and the information system operators (except when both roles are held by the same entity);
  15. Requirements for information security and operational reliability;
  16. Circumstances in which obligations under transactions are fulfilled automatically without an additional explicit expression of will by the parties;
  17. An indication that settlements via electronic platforms are carried out by reallocating funds between beneficiaries within a nominal account, without changing the total balance (if such services are provided);
  18. Rules for using the nominal account in such cases;
  19. Other provisions as stipulated by federal law.
  20. The Bank of Russia may set additional requirements for the contents of the exchange rules.
  21. After approving the exchange rules, the operator must submit them for approval to the Bank of Russia, along with:
  22. An application for inclusion in the exchange operators’ register;
  23. Documents confirming compliance with requirements set by the Bank of Russia in accordance with Article 10, Part 11.
  24. If the exchange operator is not a credit institution or trade organizer, they must also submit:
  25. Documents proving compliance with Part 3 of Article 10;
  26. Copies of appointment/election documents for persons referred to in subparagraph "e" of point 1 and subparagraph "d" of point 2, Part 3, Article 10;
  27. Information about persons specified in subparagraph "zh" of point 1, Part 3, Article 10;
  28. Documents confirming that these persons meet the qualification and business reputation requirements set out in Article 10, Parts 4 and 5.
  29. The procedure and requirements for submission and review of exchange rules and supporting documents are set by the Bank of Russia.
  30. The Bank of Russia must decide within:
  • 45 working days (for applications by credit institutions or trade organizers), or
  • 90 working days (for other legal entities),
whether to approve the exchange rules, and verify compliance with this law and relevant Bank of Russia regulations.
  1. The Bank of Russia may refuse approval if:
  2. The rules conflict with federal laws or related regulations;
  3. The operator fails to meet requirements established by the Bank of Russia under Article 10, Part 11;
  4. The documents submitted under Part 4 contain incomplete or inaccurate information.
  5. For non-credit institution or non-trade organizer operators, the Bank of Russia may also refuse approval if:
  6. Any of the above conditions are met;
  7. The operator fails to meet the requirements under Article 10, Part 3;
  8. Appointed persons do not meet qualification or reputation requirements;
  9. Submitted documents under Part 5 are incomplete or inaccurate.
  1. The Bank of Russia shall notify in writing of its decision to refuse approval of the rules for the exchange of digital financial assets by a digital financial asset exchange operator, indicating the grounds for refusal, no later than five business days from the date of the decision.
  2. The Bank of Russia shall include entities in the register of digital financial asset exchange operators within three business days from the date of approval of the exchange rules.
  3. In the event of amendments to the exchange rules previously approved by the Bank of Russia, the digital financial asset exchange operator must submit these amendments to the Bank of Russia for approval in the form of a new version of the rules. The Bank of Russia shall decide on the approval or refusal of the proposed amendments within 30 business days from the date of receipt. A refusal shall be issued if the amendments do not comply with federal laws or regulatory acts adopted by the Bank of Russia. The procedure for submitting and approving amendments is established by the Bank of Russia. Amendments come into force no earlier than the date of their approval by the Bank of Russia.
  4. If a digital financial asset exchange operator repeatedly violates the requirements of this Federal Law, or the requirements set forth in Articles 6, 7 (excluding paragraph 3), 7.3, and 7.5 of the Federal Law No. 115-FZ "On Countering the Legalization (Laundering) of Criminally Obtained Incomes and the Financing of Terrorism," or the requirements of regulatory acts issued by the Bank of Russia in accordance with the aforementioned law, within one year, the Bank of Russia has the right to exclude such an operator from the register of digital financial asset exchange operators in accordance with the procedure established by the Bank of Russia.
13.1. If a digital financial asset exchange operator repeatedly fails to comply with special economic measures provided for in Article 3.1 of the Federal Law No. 281-FZ "On Special Economic Measures and Coercive Measures," or repeatedly violates the requirements of regulatory acts issued by the Bank of Russia in accordance with the aforementioned law, within one year, the Bank of Russia has the right to exclude such an operator from the register in accordance with the procedure established by the Bank of Russia.
  1. The Bank of Russia shall exclude a digital financial asset exchange operator from the register in accordance with the procedure established by the Bank of Russia in the event of the annulment (revocation) of the operator's license to carry out activities as a credit or non-credit financial organization, or the exclusion of the operator from the relevant register, except in cases where the license is annulled due to obtaining the status of a microfinance company, or annulled (revoked) upon the licensee's request, or the operator is excluded from the register upon its own request.
  2. From the day a digital financial asset exchange operator is excluded from the register, it is prohibited to conduct transactions through such an entity as specified in part 1 of Article 10 of this Federal Law. The operator of the information system in which digital financial assets are issued must ensure the exclusion of the possibility of conducting transactions related to digital financial assets issued in the respective information system through the excluded exchange operator from the day of its exclusion.
  3. A digital financial asset exchange operator has the right to apply to the Bank of Russia with a petition for exclusion from the register. The Bank of Russia shall exclude the operator from the register no later than seven business days from the date of submission of such a petition.
  4. An information system operator that is also included in the register of digital financial asset exchange operators must cease activities related to facilitating transactions with digital financial assets from the day of its exclusion from the register. Furthermore, within 30 business days after exclusion, it must ensure the engagement of another digital financial asset exchange operator to conduct transactions related to digital financial assets issued in the respective information system, in the absence of other engaged exchange operators. The requirement to engage another exchange operator does not apply if the information system operator, after exclusion, independently ensures the execution of transactions specified in part 1 of Article 10 of this Federal Law with digital financial assets issued in its information system.
Article 12. Specifics of Issuance and Placement of Digital Financial Assets Certifying Rights to Emission Securities
  1. Digital financial assets certifying the possibility of exercising rights to emission securities grant their holders the right to demand from the obligated party, through the information system operator where the digital financial assets are issued, the realization of rights to emission securities as provided by the decision on the issuance of such securities.
  2. Digital financial assets certifying the right to demand the transfer of emission securities grant their holders the right to demand from the obligated party the transfer of the securities specified in the decision on the issuance of digital financial assets within the term or upon the occurrence of an event specified in that decision.
  3. Only shares of non-public joint-stock companies and emission securities of such companies convertible into their shares may be the subject of rights certified by digital financial assets. The issuance procedure for such securities is governed by the Federal Law No. 39-FZ "On the Securities Market."
  4. If digital financial assets provide for the possibility of exercising rights to emission securities, such securities must be accounted for in a personal account (depository account) opened for the issuer of digital financial assets. The issuer is not entitled to credit other securities to this account. The personal account must indicate the information system operator and details identifying the digital financial assets. If multiple issues of digital financial assets are backed by the same securities, the registrar (depository) must open sub-accounts for each issue. The issuer exercises rights to the securities based on instructions from the holders of digital financial assets, as specified in the issuance decision. Income and other payments on the securities must be transferred to the holders entitled to receive them as per the issuance decision.
  5. No later than the date of issuance of digital financial assets certifying rights to emission securities or the right to demand their transfer, the information system operator must provide purchasers with access to the decision on the issuance of the respective securities and information on any preemptive rights and the procedure for exercising such rights.
Article 13. Specifics of Issuance and Circulation of Digital Financial Assets Certifying Participation Rights in a Joint-Stock Company
  1. The issuance of digital financial assets certifying participation rights in a public joint-stock company (i.e., shares issued in digital form) and the issuance of shares in a non-public joint-stock company in digital form, if such shares were previously issued in non-digital form, are prohibited.
  2. In the case of issuing shares of a non-public joint-stock company in digital form, the information system operator where the digital financial assets are issued is recognized as the entity maintaining records of rights to such shares.
  3. The issuance of shares of a non-public joint-stock company in digital form is carried out in accordance with the Federal Law No. 39-FZ "On the Securities Market," considering the following specifics:
  4. The registration of issues of shares in digital form is performed by the information system operator according to its rules. State registration is not required.
  5. The decision on the issuance must provide for the accounting of shares in digital form within the information system and include information on the risks associated with acquiring such shares.
  6. The charter of the non-public joint-stock company must stipulate the accounting of shares in digital form within the information system. It may also define methods for convening and conducting general meetings of shareholders and notifying them of corporate actions as per the system's rules.
  7. The possibility of issuing shares in digital form must be provided for in the company's charter at the time of its establishment. Such provisions cannot be added, amended, or removed by a decision of the general meeting of shareholders.
  8. A non-public joint-stock company with shares issued in digital form cannot acquire public status.
  9. Such a company is not entitled to issue other emission securities, except for shares issued in digital form, including securities convertible into such shares.
  10. The company cannot convert shares issued in digital form into shares issued in non-digital form, including during reorganization.
  11. A non-public joint-stock company with shares issued in non-digital form cannot convert them into shares issued in digital form, including during reorganization.
  12. To issue and place shares of a non-public joint-stock company in digital form, the information system operator must open a nominal account in a Russian credit institution, with the issuer of the securities as the beneficiary.
5. Funds transferred as payment for shares of a non-public joint-stock company in the form of digital financial assets at the time of their issuance must be credited to the nominal account specified in Part 4 of this Article.
6. The operator of the information system through which the digital financial assets are issued has no right to manage the funds held in the nominal account specified in Part 4 of this Article. Funds held in the nominal account shall be transferred by the credit institution to the beneficiary’s bank account opened with a Russian credit institution, upon the beneficiary’s request. No other operations may be conducted through the nominal account.
7. Shares of a non-public joint-stock company issued in the form of digital financial assets are deemed placed once the conditions under which the issuance of the digital financial assets is considered complete and the rights certified by the digital financial assets arise, in accordance with Part 1 of Article 2 of this Federal Law.
8. The obligation to pay for shares of a non-public joint-stock company in the form of digital financial assets is considered fulfilled from the date funds are received in the nominal account specified in Part 4 of this Article.
9. Regulatory requirements established by the Bank of Russia for maintaining the register of securities holders, insofar as they relate to the procedure for recording rights to securities, do not apply to the accounting of rights to shares of a non-public joint-stock company in the form of digital financial assets.
Article 14. Circulation of Digital Currency
1. Organizing the issuance of digital currency in the Russian Federation means providing services aimed at enabling the issuance of digital currency using domain names and network addresses located in the Russian national domain zone, and/or information systems and technical equipment located in the Russian Federation, and/or software and hardware complexes located in the Russian Federation (hereinafter referred to as “Russian information infrastructure facilities”).
2. Issuing digital currency in the Russian Federation refers to actions involving Russian information infrastructure facilities and/or user equipment located within the Russian Federation aimed at enabling third-party use of the digital currency.
3. Organizing the circulation of digital currency in the Russian Federation means providing services aimed at enabling civil transactions and/or operations resulting in the transfer of digital currency from one holder to another using Russian information infrastructure facilities.
4. Organizing the issuance, issuance itself, and organization of the circulation of digital currency in the Russian Federation is regulated in accordance with federal laws.
5. Legal entities governed by Russian law, branches, representative offices, and other separate subdivisions of international organizations and foreign legal entities or companies operating in the Russian Federation, as well as individuals who are physically present in the Russian Federation for at least 183 days in a 12-month period, are not permitted to accept digital currency as consideration for goods, services, or work performed, or in any other form suggesting payment in digital currency—except for receiving digital currency as a result of its issuance and/or as a reward for confirming records in an information system (e.g., via mining or mining pool participation).
6. Claims related to ownership of digital currency by the persons specified in Part 5 of this Article are subject to judicial protection only if the individuals have reported such ownership and transactions in accordance with Russian tax legislation.
7. Dissemination of information about offering or accepting digital currency as payment for goods, services, or work is prohibited in the Russian Federation.
8. Offering digital currency, or goods/services for its use in circulation or promotion, to the general public is prohibited.
9. The Government of the Russian Federation may establish requirements for mining pools and those organizing such activities.
10. Identifier addresses may be issued (opened) to government authorities (e.g., law enforcement, prosecution, or investigation agencies) in accordance with procedures established by the Government of the Russian Federation.
11. An authorized body designated by the Russian Government, in agreement with the Bank of Russia, may impose bans or restrictions on digital currency transactions to protect the country’s financial stability.
12. The Russian Government may prohibit mining (including mining pool participation) in specific regions or territories within the Russian Federation.
Article 14.1. Procedure and Timeframes for Reviewing Requests
1. The operator of the information system through which digital financial assets are issued, and the operator of the digital financial asset exchange, must review inquiries from individuals or legal entities (“applicants”) related to their regulated activities in accordance with this Article.
2. These operators must accept inquiries sent by mail or in person on paper to the addresses of their headquarters or branches listed in the Unified State Register of Legal Entities, as well as to their official email addresses. Applicant signatures are not required.
3. The addresses listed in Part 2 must be published on the operators’ websites.
4. If operators accept inquiries by additional means, they must include such information in internal documents and publish it on their websites.
5. Inquiries must be registered no later than the business day following their receipt. If submitted electronically, the operator must notify the applicant of the registration on the same day, as per Part 9 of this Article.
6. If the inquiry includes a financial claim that must be handled by the financial ombudsman, submitting the inquiry as per this Article fulfills the applicant’s obligation under Part 1 of Article 16 of Federal Law No. 123-FZ dated June 4, 2018. The inquiry must then be reviewed under the procedures and deadlines of that law.
7. The operator must review the inquiry and send a response within 15 business days from the date of registration, unless otherwise specified by law.
8. If additional documents are needed for a complete review, the operator may, by decision of an authorized executive, extend the response time by no more than 10 business days. The applicant must be notified of the extension and the reasons for it.
9. The response, registration notice, and extension notice must be sent to the applicant via the email or mailing address provided in the inquiry, or by the method specified in any contract between the parties. If the applicant requested a specific format (electronic or paper), the response must be delivered accordingly.
10. A response to an inquiry must include information on the results of an objective and comprehensive review, be substantiated, and reference relevant requirements of the legislation of the Russian Federation, documents, and/or information related to the inquiry, as well as the factual circumstances of the issue addressed.
11. The operator of the information system issuing digital financial assets or the operator of the digital financial assets exchange is not required to provide a substantive response in the following cases:
  1. The inquiry lacks an address for response delivery.
  2. The inquiry does not specify the applicant's surname (or name).
  3. The inquiry contains obscene or offensive language, threats to the property of the operator, threats to the life, health, or property of the operator's employees or their family members.
  4. The text of the inquiry is illegible.
  5. The text of the inquiry does not allow for determining its essence.
12. In cases outlined in points 2–5 of part 11, if the operator decides not to consider the inquiry substantively, they must notify the applicant within five working days from the date of registration, specifying the reasons for the inability to consider the inquiry.
13. If an inquiry contains a question that has been repeatedly addressed in previous responses without new arguments or circumstances, the operator may deem the inquiry unfounded and cease correspondence on that matter, notifying the applicant accordingly.
14. Operators are required to retain inquiries, responses, and related notifications for three years from the date of registration.
15. If the operator receives an inquiry from the Bank of Russia as per Article 79.3 of Federal Law No. 86-FZ "On the Central Bank of the Russian Federation," they must review it in accordance with this article and send a copy of the response and any notifications to the Bank of Russia on the same day they are sent to the applicant.
16. Operators and their officials are prohibited from using or disclosing personal data obtained during the inquiry review process for purposes other than those stipulated by this Federal Law, except as provided by the legislation of the Russian Federation.
Article 14.2. Maintenance of the Register of Digital Currency Miners and Mining Infrastructure Operators1. Individuals registered as individual entrepreneurs and legal entities governed by Russian law may engage in digital currency mining (including participation in mining pools) upon inclusion in the register of digital currency miners.
2. Russian citizens not registered as individual entrepreneurs may mine digital currency without being included in the register, provided their energy consumption does not exceed limits set by the Government of the Russian Federation.
3. Individuals with unexpunged or unexpired convictions for economic crimes, crimes against state authority, or intentional crimes of medium gravity, serious, or especially serious crimes, as well as those listed in the registry of persons involved in extremist or terrorist activities, or those subject to asset freezing decisions, are prohibited from engaging in digital currency mining.
4. The Government of the Russian Federation, in coordination with the Bank of Russia, may establish additional requirements for digital currency miners (including mining pool participants).
5. Legal entities governed by Russian law and individuals registered as individual entrepreneurs may operate mining infrastructure upon inclusion in the register of mining infrastructure operators.
6. The Government of the Russian Federation may set requirements for mining infrastructure operators regarding the nature and scope of services provided.
6.1. Mining infrastructure operators are prohibited from providing services to individuals not included or excluded from the register of digital currency miners.
7. The federal executive authority responsible for tax legislation compliance maintains the registers of digital currency miners and mining infrastructure operators, including entries, modifications, and removals, as established by the Government of the Russian Federation.
8. In cases of repeated violations within a year of anti-money laundering laws or other legal requirements, the federal executive authority may remove a miner (including mining pool participants) from the register.
9. The Government of the Russian Federation, in coordination with the Bank of Russia, determines other grounds for removing a miner from the register.
10. Miners must provide information about the receipt of digital currency and address identifiers (including mining pool identifiers) to the federal executive authority responsible for tax legislation compliance, as specified by the Government of the Russian Federation.
11. This information is shared with the federal executive authority responsible for anti-money laundering and the Bank of Russia, as per inter-agency agreements.
12. The federal executive authority responsible for tax legislation compliance oversees adherence to the requirements specified in parts 3, 4, and 6 of this article.
13. The same authority oversees compliance with the requirements specified in part 10 of this article.
Article 14.3. Entities Organizing Mining Pool Activities
1. Entities organizing mining pool activities may include legal entities governed by Russian law, individuals registered as individual entrepreneurs, and Russian citizens not registered as individual entrepreneurs.
2. Such entities may also engage in digital currency mining.
3. These entities must meet the requirements outlined in part 3 of Article 14.2 of this Federal Law.
4. Compliance with these requirements is monitored by an authorized body designated by the Government of the Russian Federation.
  1. Article 15. Amendments to the Federal Law "On Joint Stock Companies"In Article 12:
  2. a) In point 1, replace the number "6" with "8".
  3. b) Add points 7 and 8:
  4. "7. Amendments to a company's charter regarding the issuance of shares of a non-public joint-stock company in the form of digital financial assets, or the removal of such provisions, are not permitted.
  5. Amendments to the charter of a non-public joint-stock company, whose shares are issued as digital financial assets, indicating that the company is public, are not permitted."
  6. In the second paragraph of point 1 of Article 25, add:
  7. "Shares of a non-public company may be issued as digital financial assets, considering the specifics and conditions defined by the Federal Law 'On Digital Financial Assets, Digital Currency, and Amendments to Certain Legislative Acts of the Russian Federation.'"
  8. Article 16. Amendments to the Federal Law "On the Securities Market"In Article 8:
  9. a) In the first paragraph of point 1, replace ", and provision of information from the register of securities holders" with "or the register of shares of a non-public joint-stock company in the form of digital financial assets, and provision of information from such registers".
  10. b) Add point 3.16:
  11. "3.16. The requirements of points 3.1–3.15 of this article and Articles 8.1–8.5 of this Federal Law do not apply to the register of shares of a non-public joint-stock company in the form of digital financial assets."
  12. In Article 8.6-1:
  13. a) Add point 5.1:
  14. "5.1. If securities are accounted for in a digital financial assets account (depository account), the operator of the information system where the digital financial assets certifying the rights to such securities are issued must, upon request from the register holder or depository, provide information necessary to compile the list of securities holders."
  15. b) In point 6:
  • In subpoint 1, add: ", as well as by the operator of the information system where the digital financial assets certifying the rights to the securities are issued";
  • In subpoint 2, add: ", as well as by the operator of the information system where the digital financial assets certifying the rights to the securities are issued".
  1. Add Article 8.10:
Article 8.10. Features of Exercising Rights to Securities Accounted for in Digital Financial Assets Accounts
  1. An individual with a digital financial assets account exercises the right to participate in general meetings of shareholders or bondholders, provided that holders of digital financial assets have given instructions on how to vote and the issuer has received information about such individuals and the number of securities they hold.
  2. Payment of dividends or other monetary income on securities accounted for in digital financial assets accounts is made to the individual holding such an account.
  3. The Bank of Russia may define specific procedures for compiling the list of individuals exercising rights to securities and
Article 17. Amendments to the Federal Law "On Countering the Legalization (Laundering) of Criminally Obtained Incomes and the Financing of Terrorism"
Amend the Federal Law No. 115-FZ of August 7, 2001 "On Countering the Legalization (Laundering) of Criminally Obtained Incomes and the Financing of Terrorism" as follows:
  1. Article 3 shall be supplemented with a new third part reading as follows:
  2. "For the purposes of this Federal Law, digital currency shall be recognized as property."
  3. In Article 5, part one shall be supplemented with the following paragraph:
  4. "operators of information systems in which digital financial assets are issued, and operators of digital financial asset exchanges."
  5. In Article 6:
  6. a) Point 1 shall be supplemented with subpoint 5 as follows:
  7. "5) operations with digital financial assets."
  8. b) Point 4 shall be supplemented with subpoints 19–21 as follows:
  9. "19) financial platform operators – for operations specified in subpoint 2 of point 1, point 2 of this article, and point 1 of article 7.5 of this Federal Law;
  10. 20) operators of information systems where digital financial assets are issued – for operations specified in subpoints 2 and 5 of point 1, points 1.2, 2 of this article, and point 1 of article 7.5 of this Federal Law;
  11. 21) operators of digital financial asset exchanges – for operations specified in subpoints 2 and 5 of point 1, points 1.2, 2 of this article, and point 1 of article 7.5 of this Federal Law."
  12. In Article 7:
  • In point 1, subpoints 6 and 7 shall be amended to include references to digital financial asset system operators and exchange operators.
  • Point 1.5-1 shall be amended to include the same references.
  • Point 1.5-2 shall be supplemented with new paragraphs allowing digital financial asset operators to delegate client identification responsibilities by contract to other qualified operators.
  • Points 1.7 through 1.10, 1.14, 2, 7, 13, 13.3, and 13.5 shall all be amended to include digital financial asset system and exchange operators wherever financial platform operators are mentioned.
  1. In Article 7.5:
a) Points 5 and 6 shall be amended to include digital financial asset system and exchange operators in addition to financial platform operators.
b) Clause 6 after the words "financial platform operators" shall be supplemented with the words ", operators of information systems in which digital financial assets are issued, operators of digital financial asset exchanges".
Article 18. Amendments to the Federal Law "On the Central Bank of the Russian Federation (Bank of Russia)"
To amend Part One of Article 76.1 of the Federal Law No. 86-FZ of July 10, 2002, "On the Central Bank of the Russian Federation (Bank of Russia)" (Collected Legislation of the Russian Federation, 2002, No. 28, Article 2790; 2013, No. 30, Article 4084; No. 51, Article 6695; 2015, No. 29, Article 4348; 2016, No. 1, Article 50; 2019, No. 31, Article 4418; Official Internet Portal of Legal Information (www.pravo.gov.ru), July 20, 2020, No. 0001202007200055), by adding clauses 20 and 21 as follows:
"20) operators of information systems in which digital financial assets are issued;
  1. operators of digital financial asset exchanges."
Article 19. Amendment to the Federal Law "On Insolvency (Bankruptcy)"
To amend Article 2 of the Federal Law No. 127-FZ of October 26, 2002, "On Insolvency (Bankruptcy)" (Collected Legislation of the Russian Federation, 2002, No. 43, Article 4190; 2006, No. 52, Article 5497; 2007, No. 18, Article 2117; 2009, No. 1, Article 4; No. 18, Article 2153; 2010, No. 31, Article 4188; 2011, No. 49, Article 7015; 2013, No. 26, Article 3207; No. 52, Article 6975; 2014, No. 49, Article 6914; 2015, No. 1, Article 29; No. 27, Articles 3945, 3977; 2016, No. 26, Article 3891; 2017, No. 31, Article 4815) by adding a second part as follows:
"For the purposes of this Federal Law, digital currency is recognized as property."
Article 20. Amendment to the Federal Law "On Advertising"
To amend the Federal Law No. 38-FZ of March 13, 2006, "On Advertising" (Collected Legislation of the Russian Federation, 2006, No. 12, Article 1232; 2007, No. 7, Article 839; 2008, No. 20, Article 2255; 2009, No. 51, Article 6157; 2010, No. 31, Article 4163; 2011, No. 29, Article 4293; No. 30, Article 4566; No. 48, Article 6728; 2012, No. 30, Article 4170; 2013, No. 27, Article 3477; No. 30, Articles 4033, 4084; No. 43, Article 5444; No. 48, Article 6165; No. 51, Article 6695; No. 52, Article 6981; 2014, No. 26, Article 3396; No. 30, Articles 4219, 4236; 2015, No. 1, Articles 13, 43; 2016, No. 27, Article 4237; 2017, No. 14, Article 2003; No. 31, Article 4767; 2018, No. 53, Articles 8440, 8457; 2019, No. 31, Article 4418; Rossiyskaya Gazeta, July 16, 2020) by adding Article 29.1 as follows:
Article 29.1. Advertising of Digital Financial Assets
  1. Advertising of issued digital financial assets must include:
  2. the name of the entity issuing the digital financial assets;
  3. the website address in the information and telecommunication network "Internet" where the entity issuing the digital financial assets publishes the decision on the issuance of digital financial assets;
  4. information on the maximum amount that individuals who are not qualified investors under Federal Law No. 39-FZ of April 22, 1996, "On the Securities Market" may invest in digital financial assets, or the maximum aggregate value of other digital financial assets that may be transferred as consideration for acquiring digital financial assets by such individuals (if such restrictions are established in accordance with Part 8 of Article 4 of the Federal Law "On Digital Financial Assets, Digital Currency, and Amendments to Certain Legislative Acts of the Russian Federation");
  5. a statement indicating that the offered digital financial assets are high-risk, their acquisition may lead to the loss of the invested funds in full, and that one should familiarize themselves with the associated risks before conducting transactions with the offered digital financial assets.
  6. Advertising of digital financial assets must not contain:
  7. promises of income payments on digital financial assets, except for income whose payment obligation is provided for in the decision on the issuance of digital financial assets;
  8. forecasts of the growth in the market value of the issued digital financial assets.
  9. Advertising of issued digital financial assets is not permitted before the publication, in the manner established by the Federal Law "On Digital Financial Assets, Digital Currency, and Amendments to Certain Legislative Acts of the Russian Federation," of the decision on the issuance of digital financial assets.
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