Guidance

Complying with professional and business services sanctions related to Russia

Updated 10 October 2024

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This content contains information on services sanctions in the Russia (Sanctions) (EU Exit) Regulations 2019 (‘the Russia Regulations’).

It also sets out guidance on applying for licences and considers what information to include in licence applications related to the prohibitions in regulation 54C and 54D of the Russia Regulations.

For general information regarding licensing for trade sanctions, please refer to the Russia sanctions statutory guidance.

This is a practical guide for professionals and businesses potentially affected by the regulations. However, it does not constitute legal advice. Any party in doubt about its legal position should take independent legal advice.

Russia services sanctions overview

As of 21 July 2022 (Amendment 14 to The Russia (Sanctions) (EU Exit) Regulations 2022), any UK persons anywhere and other persons in the UK are prohibited from providing accounting, business and management consultancy, and public relations services to a person connected with Russia.

For the definition of:

As of 16 December 2022, (Amendment 17 to The Russia (Sanctions) (EU Exit) Regulations 2022) any UK persons anywhere and other persons in the UK are prohibited from providing advertising, architectural, auditing, engineering and IT consultancy and design services to a person connected with Russia.

For the definition of:

These measures prohibit the provision of the services listed in regulation 54C of the Russia Regulations, both directly and indirectly, to a person connected with Russia (as defined in regulation 21). ‘A person connected with Russia’ includes a company incorporated or constituted under Russian law (which includes a subsidiary of a UK company in Russia) or domiciled in Russia, or an individual or group of individuals who are ordinarily resident or are located in Russia.

Independent legal advice should be sought on whether activity would be considered to be ‘indirectly’ provided to ‘a person connected with Russia’ (as defined by regulation 21).

To supplement existing restrictions on providing legal advisory services under the Russia Regulations, the UK has also introduced from 30 June 2023, a specific legal advisory services measure. This measure was amended on 6 September 2024. This measure applies to UK persons (wherever located) and persons in the UK. No such person can provide legal advisory services to a non-UK person, where the object or effect of those services is to enable or facilitate financial or trade activity which would be prohibited under the UK sanctions regime if the activity was done by a UK person or taking place within the UK.

All measures are subject to certain exceptions and the granting of a licence where provision of prohibited services is consistent with the sanctions regime. Please see the section below titled ‘Exceptions and licences’ for more information.

Aims

These services activities are targeted because they are key areas of Russian dependence on the UK and its allies. Many are used particularly by Russian oligarchs and are economic multipliers that assist revenue generation for Russia.

The prohibitions aim to increase the economic pressure on the Russian regime to stop its activities in Ukraine, including by degrading Russia’s ability over the medium-term to fund the war.

The purpose is to encourage Russia to cease actions:

  • destabilising Ukraine
  • undermining or threatening the territorial integrity, sovereignty or independence of Ukraine

Compliance and scope

UK services sanctions are export bans that are applied in relation to the activity being undertaken rather than by service sector. This means, for example, that providing accounting services, or IT consultancy services, to a person connected with Russia, whether directly or indirectly, is in scope of UK measures. This is the case even if the business or person providing the services does not primarily operate within the accounting or IT sector or is not an accountant or IT consultant by profession.

The prohibitions apply within the territory of the United Kingdom (UK) and in relation to the conduct of all UK persons wherever they are in the world. “UK persons” is defined under Section 21 (3) of the Sanctions and Anti-Money Laundering Act 2018 to include UK nationals and all bodies incorporated or constituted under the law of any part of the UK. Accordingly, the sanctions apply to UK nationals and branches of UK companies operating overseas. For subsidiaries of UK companies operating overseas, which have a different legal status to branches, businesses will need to consider how the sanctions apply to UK nationals who they employ or work with.

Whether services export activities are within scope of UK sanctions regulations depends on a wide variety of factors.

These factors include, but are not limited to, the:

  • unique organisational structure of a company and its subsidiaries or branches
  • nature of the service being traded
  • suppliers and recipients of the service
  • design of the measure, including the licences and exceptions that apply

We recommend that businesses take independent legal advice to determine whether their activities are within scope of the UK measures. There are nevertheless some common scenarios where businesses have asked for further clarity about the application of the sanctions and where they are likely to apply.

Common scenarios

For example, a common scenario where sanctions may apply involves a multinational business that operates with subsidiaries in countries across the globe, including in Russia.

If the UK entity of the business provides professional and business services that are in scope of the UK’s sanctions regulations (for example, IT consultancy and design services) to the international subsidiaries, including the Russian subsidiary, then the services provided to the Russian component of the business may be caught by the UK prohibitions. Similarly, if this multinational business employs UK nationals in its overseas companies to provide prohibited services to Russian businesses or subsidiaries, then those UK nationals would also need to ensure they were complying with the sanctions.

This advice varies slightly for auditing activity to reflect the additional statutory legal obligations of auditors in preparing group accounts. More information can be found relating to guidance for auditing of group accounts on this page.

Another common scenario relates to a UK business providing prohibited services to a third country (that is any country that is not the UK or Russia), which are then received by a person connected with Russia.

This often occurs where a UK person is responsible for providing management consulting or engineering services such as technical product testing to an international company that has subsidiaries in Russia, including as part of a supply chain. This may involve providing services to both the international company and its Russian subsidiaries, either directly and/or indirectly, and may therefore be caught by the measures whether done intentionally or unintentionally. We therefore recommend that businesses perform due diligence to ensure they comply with the UK regulations.

Determining compliance

Our measures are designed to stop the export of selected UK services to Russia and the use of these services for ongoing business activity within the Russian economy. This means that persons connected with Russia, including subsidiaries that are owned by UK persons, should not generally benefit from the ongoing support and expertise of UK service providers in areas of sanctioned activity unless there is a relevant exception, or a licence has been granted.

In determining compliance with the professional and business services sanctions, you should consider:

  • who the service providers are
  • whether the services would fall in scope of the definitions in Schedule 3J
  • who the services recipients are
  • whether any relevant exceptions or licensing provisions are applicable

For example, it may help to ask some of the following questions.

  1. Are the service providers UK persons? As part of this question, you may want to consider whether the service providers include businesses incorporated under UK law, branches of UK companies operating overseas, UK nationals either based in the UK or working overseas, or third country nationals located in the UK.

  2. Do the activities you propose to carry out fall in scope of the definitions of services in schedule 3J?

  3. Who are the services recipients and do they fall under the definition of a “person connected with Russia”? As part of this question, you may want to consider who will be receiving services directly, but also whether any person may be receiving services indirectly. In determining whether a services recipient falls under the definition of a “person connected with Russia”, you may also want to consider the legal status of any Russian entities to which you will be providing services. This could include considering whether the Russian entity is an extension of a UK parent company such as a branch, or a separate legal entity such as a subsidiary incorporated under Russian law. A branch of a UK company would likely be considered a UK person, but a subsidiary of a UK company incorporated under Russian law would fall under the definition of a “person connected with Russia”.

  4. Are any exceptions in the regulations applicable to your situation?

  5. Will you need to apply for a licence? As part of this question, you may want to consider the published guidance on how to apply for a licence and the list of activities that are considered likely to be consistent with the aims of the sanctions.

There may be other questions specific to your situation that you will need to consider, including whether you need to check compliance with other sanctions such as other trade, transport or financial sanctions.

Exceptions and licences

These sanctions are subject to limited exceptions and licences.

The regulations set out exceptions to some of the sanctions prohibitions which apply within certain defined circumstances. An exception applies automatically, and does not require you to obtain a licence issued in accordance with the regulations in order to provide a prohibited service. The exception for acts done for the purposes of national security or prevention of serious crime requires a ‘responsible officer’ to determine that the activity meets the requirements. A responsible officer is defined in the regulations as a ‘person in the services of the Crown or holding office under the Crown, acting in the course of that person’s duty’.

If an exception is used, you must report this to OTSI, using the contact form, selecting the ‘notify OTSI that you’re using an exception’ option.

Licences may also be issued for certain trade activities that would otherwise be prohibited by the regulations. DBT has overall responsibility for trade sanctions licensing. The Secretary of State for Business and Trade is ultimately responsible for decisions to grant or refuse a trade sanctions licence in any individual case.

The grounds under which a licence might be granted include, for example, to facilitate winding-down operations for UK companies and other business associations of UK persons that are pulling out of Russia. Each application will be considered on a case-by-case basis. Any licence that is granted will set out the terms and conditions for the provision of services, including the expiry date.

Licences that have already been issued only authorise the provision of services specified in the licence. The licence cannot be automatically extended to cover new measures and so a new application will need to be made for the provision of prohibited services that are not specified in the existing licence.

For example, if you already have a licence to provide accounting, business and management consulting and/or public relations services but you require a licence to provide any of the services that were prohibited on 16 December 2022, you will need to submit a new application requesting authorisation to carry out these additional services. For clarity, the services that were prohibited on 16 December 2022 include advertising, architectural, auditing, engineering and IT consultancy and design services.

The exceptions and licences applicable to the professional and business services sanctions are set out in the:

Applying for a licence 

The Department for Business and Trade (DBT) has 3 licensing bodies responsible for administering licences on behalf of the Secretary of State. Which body you need to apply through is dependent on the activity you want to carry out. 

If you are carrying out activity that falls under the remit of more than one licensing body, you will need submit separate licence applications for each one. 

DBT has produced guidance where you can check which trade licence you need. This will guide you to the application page for each type.

Reporting a suspected breach of trade sanctions 

The Office of Trade Sanctions Implementation (OTSI) is responsible for enforcing certain trade sanctions, and has the power to investigate suspected breaches and take enforcement action in relation to: 

  • providing or procuring sanctioned services  

  • moving, making available, or acquiring sanctioned goods outside the UK  

  • transferring, making available or acquiring sanctioned technology outside the UK  

  • providing ancillary services to the movement, making available or acquisition of sanctioned goods outside the UK  

  • providing ancillary services to the transfer, making available or acquisition of sanctioned technology outside the UK

Who OTSI can investigate

Trade sanctions apply to:  

  • all individuals or businesses within the territory and territorial sea of the UK  

  • all UK nationals or UK businesses established under UK law, wherever they are in the world  

This means OTSI can investigate suspected breaches committed by:  

  • individuals and legal entities who are within, or undertake activities within, the UK’s territory  

  • UK individuals and legal entities established under UK law, regardless of where in the world the breach takes place

If you discover that there may have been a breach of any of the professional and business services trade prohibitions or licensing provisions, you should report this to OTSI using the Report a Breach tool. 

To report a suspected breach relating to goods or technology that cross the UK border, including relating to any ancillary services to the movement of goods or technology, contact HMRC at exports.strategic@hmrc.gov.uk

Read our data privacy notice for allegations of breach of services sanctions under The Russia (Sanctions) (EU Exit) Regulations 2019.

Professional and business services sanctions

Accounting and auditing services

The prohibitions on accounting and auditing services are separate but complementary sanctions. After consultation with regulators and businesses, the UK chose to distinguish between auditing and accounting services because of the differences in their regulatory practices and legal obligations in the UK. These services sanctions are also different in respect of which licensing grounds are applicable to them.

Schedule 3J sets out the definitions of accounting and auditing services. The provisional Central Product Classification (CPC) Codes 1991 is the basis for those definitions.

There are, however, differences in the exceptions and licensing that apply for these 2 services.

For example, there is a general exception for providing services in relation to the discharge of statutory obligations which applies to the prohibition on accounting services. However, this exception does not apply for auditing services.

Auditing

Where a part of a multinational group is ‘a person connected with Russia’ as defined in the regulations, and another part is a business incorporated in the UK, the provision of auditing services from the UK to Russia, is prohibited both directly and indirectly.

The effect on group audits is subject to 3 exceptions.

  1. The first exception relates to the audit of a UK parent undertaking with a subsidiary undertaking that is ‘a person connected with Russia’, where the UK parent undertaking is a credit institution (as defined in the regulations). In this situation, a UK auditor is permitted to provide services to that UK credit institution, for the purposes of the audit of the consolidated group accounts, irrespective of any indirect auditing services that might be provided to a subsidiary undertaking, which is a person connected with Russia, or a local auditor in Russia.

  2. The second exception relates to a UK subsidiary undertaking (as defined in the regulations) of a Russian parent undertaking. A UK subsidiary undertaking in this situation is still permitted to be audited by a UK auditor in fulfilment of legal obligations relating to statutory audit, irrespective of any auditing service that is provided indirectly to the Russian parent undertaking.

  3. As of 30 June 2023, a third exception is provided for a UK undertaking (as defined in the regulations) that is part owned by a Russian shareholder or other form of member of the undertaking. UK companies or other undertakings in this situation are still permitted to be audited by a UK auditor in fulfilment of legal obligations relating to statutory audit. This is irrespective of any auditing service that is provided directly or indirectly to the Russian shareholder or other form of member of the UK undertaking.

We are unable to comment on the individual circumstances of any individual audit firm or audit client affected by the prohibitions. They should take their own legal advice as to whether their activity falls within scope of the sanctions.

However, we would offer the following points on one common scenario. This is the audit of a UK parent undertaking, with a subsidiary undertaking that is ‘a person connected with Russia’, where the first exception above does not apply. As the UK parent undertaking is not a credit institution (as defined in the regulations), the prohibition of auditing services applies to any auditing services to the subsidiary undertaking.

In particular:

1. The indirect provision of auditing services to a subsidiary undertaking or local auditor in Russia is prohibited (unless an exception applies, or an appropriate licence has been granted). So, providing auditing services to a Russian subsidiary undertaking of a UK parent undertaking is prohibited. This means that the audit of the UK consolidated group accounts might be affected, in which case this should be reflected in the final audit report.

Where this situation arises, businesses may wish to consult the guidance prepared by the Financial Reporting Council (FRC) during the COVID-19 pandemic on the options available to auditors where the evidence available for the completion of the audit report is incomplete. Although this guidance was initially prepared to address situations arising from COVID, it is also relevant for support with sanctions compliance and covers how to make additional disclosures in the audit report. It includes how to make these disclosures by way of emphasis of matter, and the alternative of modifying the audit opinion by way of qualification, an adverse opinion or a disclaimer of opinion.

2. Providing group audit instructions would generally not be considered within scope of the prohibition where a UK auditor is providing them to members of a group, including a Russian subsidiary undertaking, or their auditor. However, this only applies where the instructions are only for the purpose of the audit of the UK consolidated group accounts. Where instructions are provided for the purpose of the audit of the Russian subsidiary, this may qualify as the provision of auditing services to a person connected with Russia, if the instructions are specifically for the benefit of that audit.

3. Where a UK parent undertaking that is consolidating group accounts receives an audit report, on a Russian subsidiary, from a local Russian auditor, then this is generally considered the receipt and not the delivery of a service. This would not be considered within scope of this prohibition of the export of auditing services.

If the UK parent undertaking or its auditor wished to undertake any activities beyond the receipt of the audit report, and any necessary discussions with the subsidiary or local auditor in Russia for the purpose of the audit of the UK undertaking’s consolidated group accounts, then we suggest they take independent legal advice. They and their advisers would need to consider whether a person connected with Russia (as defined in the regulations) is a direct or indirect recipient of audit services as a part of that interaction.

As the requirements of the International Standards on Auditing (ISA (UK) 600) apply to the statutory audit of a UK parent undertaking’s consolidated group accounts, if the auditor only takes necessary steps for compliance with that standard, and does so only for the purpose of that audit, it is unlikely in our view that there will be an audit service to a subsidiary undertaking or their local auditor in Russia.

‘Internal auditing services’ and accounting

Businesses often refer to accounting activity as ‘internal auditing services’. The definition of ‘auditing services’ includes references to examination of records etc in compliance with accounting principles in order to provide an audit opinion. We would usually expect these elements to appear in combination in an external audit service conducted by an independent auditor.

By contrast, these features, particularly in combination, need not feature as part of an internal audit.

For an internal audit, the client can decide themselves:

  • what the internal audit service provider should do
  • how they should do it
  • the standards to be met in carrying out the internal audit
  • whether there should be a report in a particular form, such as that of an opinion

Internal auditing services therefore fall outside the scope of the auditing services prohibition, and instead will most likely fall within scope of the accounting services prohibition. A provider of these services will therefore require an accounting services licence to provide such services or may be able to provide them under exception, for example where they relate to a UK statutory obligation.

Advertising services

The definition of these services is presented as references to CPC codes in Schedule 3J of the regulations. The CPC class for the direct sale of advertising time and space “(except on commission)”, was previously implicitly included under class 8369 “(other advertising services)”.

Since the direct sale of advertising space (for example, newspapers) was a product of significant value at the time the UN drafted these codes and since this product is different from services provided by advertising agencies, it was necessary to place them in a new, separate category of the CPC. This distinction is maintained in UK sanctions law to align with international partners and for consistency with the CPC codes.

Architectural and engineering services

These are individually prohibited services, however they are often intertwined in practice. For example, large engineering firms often have in-house architectural services and vice versa. International and industry definitions and economic analysis also regularly combine these. As such, there is a strong rationale for banning the provision of both services at the same time. They should nevertheless be treated as 2 individual sanctions for the purposes of the Russia Regulations and differ with respect to the exceptions that apply to them.

In the case of engineering, not architectural services, there is an exception for providing services in relation to the discharge of statutory obligations. This is because there are statutory obligations that require engineering services to be carried out before they can be fulfilled. These include MOTs, building regulations and environmental legislation. You should seek legal advice on whether this exception applies to you/your business and how to proceed.

Business management and consultancy services and public relations services

The definitions of business and management consulting and public relations services are not based on CPC codes, but instead on Extended Balance of Payments Services classification (EBOPS) 2010, under EBOPS 10.2.1.3. The EBOPS codes and definitions further refer to descriptions in the Manual on Statistics of International Trade in Services 2010 (MSITS 2010), paragraph 3.241.

The definition of business and management consulting services covers a range of activities that includes advisory, guidance and operational assistance services provided for business policy and strategy and the overall planning, structuring and control of an organisation. Some of these activities could be carried out under different scenarios and for different purposes.

For example, some business and management consulting activities could include services provided on an intra-group basis from a parent company to support and oversee the operations of a subsidiary. It could also include advisory services required to facilitate divestment or the winding down of business operations in Russia. You should consider whether your activities fall under the definition of business and management consulting services, and if in doubt, seek independent legal advice.

IT consultancy and design services

Companies providing these services may wish to be aware of separate guidance covering actions for other IT-related goods, services and exchange of technology. This includes the pre-existing OFSI Open General Licence INT/2022/1875276 that enables activities associated with civilian telecommunication services.

IT consultancy and design services are defined in Schedule 3J.

Given the central importance of IT to the modern economy, this definition is not intended to cover the full breadth of activity relating to information technology.

Some illustrative examples of activities that are not in scope of the sanction, and are therefore permitted, include:

  • civilian telecommunication services, whether these are an “electronic communication network” or an “electronic communications service” that is used for civilian purposes (as defined by section 32 of the Communications Act 2003)
  • services that are incident to the exchange of communications over the internet, such as instant messaging, videoconferencing, chat and email, social networking, sharing of photos, movies, and documents, web browsing, blogging, web hosting, and domain name registration services
  • service contracts where advice is bundled with the design and development of an IT solution
  • upgrades or updates that are required to ensure or restore civilian telecommunications and/or exchange of communications over the internet
  • services that provide the storage of data, regardless of how this is delivered (through the cloud or other means)
  • VPN services

An upgrade or update to hardware and software can only be applied under these sanctions if it is required to ensure or restore civilian telecommunications and/or exchange of communications over the internet. An update or upgrade cannot be applied if it improves performance beyond what is required to ensure civilian telecommunications and/or exchange of communications over the internet.

We do not believe these measures, which target IT consultancy and design services, will lead to further fragmentation of the internet. They do not prohibit or target internet access, or the delivery of internet services, to Russian or other citizens (for example, database services, content delivery networks, or Domain Name Services (DNS) provision and support), or that support physical infrastructure of the internet (for example, maintenance of office machinery, computers, software and related equipment).

The UK will continue to work with partners to uphold an open and interoperable internet to resist further fragmentation and defend the free flow of ideas and information that supports democracy. The measure has been designed to enable the continuance and/or the restoration of international telephony for civilian purposes and/or the exchange of electronic communications over the internet.

The provision of legal advisory services is already partially restricted by the 2019 Regulations, including by regulations 19 and 55 (the “circumvention regulations”) and the limitations on ancillary services more broadly.

The circumvention regulations prevent a person intentionally providing legal advisory services where the object or effect of the services directly or indirectly circumvents prohibitions imposed by certain Russia Regulations. This also applies to activity that enables or facilitates the contravention of those prohibitions. Given the territorial application of the Russia Regulations, this generally applies only to legal advisory services provided in relation to prohibited activity undertaken in the UK or by a UK person.

The law of England and Wales is often chosen as the law governing international commercial activities. Therefore, the UK has also introduced from 6 September 2024, a specific legal advisory services measure.

This measure applies to UK persons (wherever located) and persons in the UK. No such person can provide legal advisory services to a non-UK person, where the object or effect of those services is to enable or facilitate certain financial or trade activity which would be prohibited under the UK sanctions regime if the activity was done by a UK person or taking place within the UK.

Regulation 54D sets out the main operative provision of this specific restriction and legal advisory services are defined in paragraph 8A of Schedule 3J. This definition does not cover legal representation services. Access to legal representation is an important element of the core democratic principle of the rule of law, and this sort of legal service has therefore been excluded. The definition also excludes legal advice or other services in connection with the management of claims under a contract of insurance or reinsurance.

The provision of legal advisory services relating to the protection of intellectual property is not expected to be in scope of this prohibition, but this should be assessed on a case by case basis.

The exceptions to the prohibition set out in regulation 54D are listed in regulation 60DB and includes legal advice related to compliance with UK or non-UK sanctions regimes.

For legal advisory services prohibitions in 54D, a licence may be granted for the provision of legal advisory services where a licensing ground would apply to the activity in relation to which the legal advisory services are being given (the ‘relevant activity’) if the relevant activity was done by a UK person or taking place in the UK.

For these applications, it would be helpful to: 

  • provide details of the activity that the legal advice relates to and for what reason 

  • provide details of other license applications and licensing grounds that apply to the activity the legal advice relates to 

  • provide details on the service provider(s) and the recipient(s) of the services 

  • provide information on the relationship between the service provider(s) and recipient(s) 

  • explain how the continued provision of such services is consistent with the aims of the sanctions and the impact/implications if the services could not be provided 

The legal advisory services general licence, issued on 11 August 2023, was revoked on 6 September 2024. For any activity that was carried out under the provisions of the general licence, licensees must continue to retain relevant records for 4 years beyond the end of the calendar year in which the record was created, as per regulation 76. 

Under regulation 79(3), information with respect to which a claim to legal professional privilege (in Scotland, to confidentiality of communications) could be maintained in legal proceedings does not have to be disclosed in relation to this general licence. 

The Secretary of State does not consider the retention of such information, or information which is protected from disclosure under laws of privilege applicable in other jurisdictions to be ‘appropriate’ under regulation 76(2) for the purposes of the general licence.

Contact OTSI

If you have any questions, contact OTSI using the enquiry form.

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