Trading with Russia is not prohibited as such, but the field of what remains permitted has narrowed with every sanctions package adopted by the European Union since February 2022, and what remains permitted now carries positive obligations. Two regulations govern the matter: Regulation (EU) No 269/2014, which freezes the assets of listed persons and entities and prohibits making funds or economic resources available to them, and Regulation (EU) No 833/2014, which prohibits exports, imports, services and financial transactions sector by sector. A French company may still sell goods appearing in no annex, to a customer neither listed nor owned or controlled by a listed person, provided it inserts the no-re-export clause in its contracts, checks its payment channel and documents every check. Everything else requires an authorisation from the French Treasury.
The practical difficulty is not reading the prohibitions, which are published, but proving afterwards that the checks were carried out before the shipment left. A machine tool sold to a Kazakh intermediary and found six months later in a Russian factory is the recurring scenario, and the exporter’s defence rests entirely on what it can produce from its own file: the screening results, the end-user statement, the contractual clause. Sanctions compliance is a documentation discipline before it is a legal one.
1. Two regulations, two logics
Regulation (EU) No 269/2014 is the list regulation. Annex I names the natural and legal persons whose funds and economic resources are frozen, and the regulation prohibits anyone from making funds or economic resources available to them, directly or indirectly. On the Commission’s settled practice, that prohibition extends to entities owned more than fifty percent or controlled by a listed person, even where the entity is not itself listed. Selling a machine to an unlisted Russian company owned by a listed individual is making an economic resource available to that individual.
Regulation (EU) No 833/2014 is the sectoral regulation. It targets transactions rather than persons: exports of dual-use goods and advanced technology, of goods capable of strengthening Russian industrial capacity, of luxury goods above a value threshold; imports of certain raw materials and finished products; the provision of listed services; and a range of financial operations. Its annexes are amended at each package, which means that a compliance check carried out a year ago proves nothing about a shipment leaving today. The version in force on the date of the transaction is the only one that counts.
2. What remains permitted
A French company may continue to sell a Russian customer goods appearing in no annex to Regulation 833/2014, to a customer neither listed nor owned or controlled by a listed person, against a payment that does not pass through a listed or disconnected bank. Agricultural and food products, medicines and medical devices, many ordinary consumer goods and certain non-strategic industrial goods remain exportable. Imports not covered by the sectoral prohibitions remain possible subject to customs measures and additional duties. Unlisted services, maintenance of goods delivered before the prohibitions in defined conditions, and operations falling under the humanitarian or civil nuclear safety exceptions follow their own regimes.
This residual freedom comes with positive obligations. Exporters of the most sensitive categories must contractually prohibit re-exportation to Russia or for use in Russia, the so-called no-Russia clause, and must provide for an adequate remedy in case of breach and notify the competent authority of any breach they become aware of. Operators must also take appropriate steps to prevent circumvention through third countries, which in practice means knowing the real end user and keeping the evidence of that knowledge.
3. Authorisations: what the French Treasury can grant
Both regulations provide for derogations granted by the competent national authority, which in France is the Directorate General of the Treasury. Under Regulation 269/2014 these cover, among others, the release of frozen funds for basic needs, for reasonable professional fees, for contracts concluded before the listing, and for payments due under a judicial decision. Under Regulation 833/2014 they cover defined categories including certain divestments of Russian operations, humanitarian purposes, and the wind-down of contracts concluded before the relevant prohibition took effect.
An application is a file, not a form: it must identify the goods or funds precisely, establish the date and content of the pre-existing contract where that is the ground relied on, and demonstrate that the requested operation falls within the exact wording of the derogation. Processing takes weeks and sometimes months, which is why an application lodged after the shipment has been stopped is usually too late to save the transaction. Where a wind-down is contemplated, the application should be prepared alongside the commercial negotiation rather than after it.
4. The checks a company must be able to document
Four checks, each producing a dated record. Screening the customer, its shareholders and its directors against the EU consolidated list, repeated at each order rather than once at onboarding. Classifying the goods against the annexes in force at the date of shipment, with the customs code and the annex reference recorded. Verifying the payment channel, since a payment through a bank subject to restrictive measures is itself a breach whatever the goods. And identifying the real end user where an intermediary in a third country is involved.
Beyond those, the contract itself should carry the no-re-export clause with a real remedy, an end-user statement signed by the customer, and a sanctions clause allowing suspension or termination where performance becomes unlawful. All of this exists to be produced later: to customs on an inspection, to a bank asking why it should release a payment, or to a prosecutor. A company that carried out every check but recorded none is, evidentially, in the position of a company that carried out none.
5. What is at stake
In France, breach of restrictive measures is prosecuted under the Customs Code and under the Monetary and Financial Code, exposing the company and its directors to criminal penalties, confiscation of the goods and of the proceeds, and fines calculated by reference to the value of the transaction. Directive (EU) 2024/1226 of 24 April 2024 requires Member States to make the violation of Union restrictive measures a criminal offence with defined minimum maximum penalties, which has harmonised upwards what was previously uneven across the Union.
The commercial consequences usually arrive before the criminal ones. Banks suspend the account relationship on the first alert, insurers decline cover, customs immobilise the goods, and a designation by a foreign authority closes dollar clearing. For an exporter, the realistic risk is not a distant trial but the loss of banking and logistics access within a fortnight, which is why the response to a first enquiry from a bank or from customs deserves legal attention immediately rather than after an internal investigation.
6. Existing contracts: force majeure, sanctions clauses, blocked payments
Where sanctions make performance unlawful, the first question is contractual. A well-drafted sanctions clause allows suspension or termination without liability, and is preferable to force majeure because it does not require the debate about unforeseeability and irresistibility. Failing such a clause, Article 1218 of the Civil Code may apply where the impediment was unforeseeable at the time of contracting, which is increasingly difficult to argue for contracts concluded after February 2022, and hardship under Article 1195 allows renegotiation where performance has become excessively onerous rather than impossible.
Blocked payments raise a different problem. Funds frozen under Regulation 269/2014 are not extinguished, and the creditor may apply for release under the derogations covering pre-existing contracts or judicial decisions. Where the payment is blocked because the correspondent bank refuses rather than because the law requires it, the position is different again and usually requires a documented file demonstrating the lawfulness of the underlying transaction. In both cases the limitation period continues to run, so protective proceedings may be necessary even though the money cannot presently move.
7. Russian countermeasures
The exposure is not one-sided. Russia has adopted countermeasures affecting companies from States it designates as unfriendly, including restrictions on the disposal of shareholdings, mandatory discounts and payments to the budget on exits, restrictions on the repatriation of dividends, and the placing of certain assets under temporary management. A French group deciding to withdraw therefore faces not only the European authorisation question but a Russian approval process whose criteria are political and whose timing is not guaranteed.
The consequence for planning is that an exit has to be modelled from both sides at once, with the realistic net proceeds and the realistic timetable, before the decision is announced. Announcing a withdrawal and then discovering that the sale requires an approval that will not come is the situation that leaves a group operating a business it has publicly disowned. Where local staff and local management are involved, the employment and criminal exposure of individuals on the ground also has to be part of the analysis.
8. Method: what the firm checks first
The firm begins with three questions answered on documents rather than on impressions. Who exactly is the counterparty, including its ownership chain to the ultimate beneficial owner. What exactly is being sold, classified against the annexes in force at the shipment date with its customs code. And through which banks the money moves, in which currency, with which correspondents. Most files are resolved, one way or the other, at that stage.
From there the firm drafts the contractual apparatus, no-re-export clause, end-user statement and sanctions clause, builds the screening and archiving procedure so that the checks are provable, and prepares derogation applications to the Treasury where an operation requires one. Where customs, a bank or a prosecutor has already raised a question, it handles the response and the representations. A first assessment is usually possible within a few days on the strength of the contract, the shipping documents and the banking correspondence.
Do you still have business with Russia, a blocked payment or a shipment stopped by customs? The firm checks what remains lawful, documents it, and applies for the authorisations that make the rest possible.
Frequently asked questions
Can a French company still sell to Russia?
Yes, within a narrowed field. Goods appearing in no annex to Regulation 833/2014 may be sold to a customer neither listed under Regulation 269/2014 nor owned more than fifty percent or controlled by a listed person, against a payment that does not pass through a bank subject to restrictive measures. The exporter must insert the no-re-export clause where required, take steps against circumvention through third countries, and keep dated records of every check.
What is the no-Russia clause and who must insert it?
It is a contractual prohibition on re-exporting the goods to Russia or for use in Russia, required of exporters of the most sensitive categories listed in Regulation 833/2014 when selling to third countries. The clause must provide an adequate remedy for breach, and the exporter must notify the competent authority of any breach it becomes aware of. Its purpose is to make circumvention through intermediaries a contractual and administrative risk for the exporter, not only a criminal one.
What are the penalties for breaching sanctions?
In France, prosecution proceeds under the Customs Code and the Monetary and Financial Code, with criminal penalties for the company and its directors, confiscation of the goods and of the proceeds, and fines calculated by reference to the value of the transaction. Directive (EU) 2024/1226 of 24 April 2024 requires Member States to criminalise the violation of Union restrictive measures with defined penalty levels. In practice the loss of banking, insurance and customs access arrives long before any trial.
What can be done when a Russian customer can no longer pay?
First identify why: a freeze under Regulation 269/2014, the disconnection of the customer’s bank, or a commercial refusal by a correspondent bank. Where funds are frozen, the debt survives and release may be sought under the derogations covering contracts concluded before the listing or payments due under a judicial decision. Where the obstacle is a bank’s own caution, a documented file establishing the lawfulness of the transaction is usually what unblocks it. Limitation periods keep running throughout.
Can force majeure be invoked for a contract made impossible by sanctions?
Sometimes, but a sanctions clause is far better. Article 1218 of the Civil Code requires an impediment that was unforeseeable at the time of contracting, which is hard to establish for contracts concluded after February 2022, and irresistible. Article 1195 on hardship allows renegotiation where performance has become excessively onerous without being impossible. A clause expressly allowing suspension or termination on the adoption of restrictive measures avoids both debates.
Further reading: OFAC and extraterritoriality, governing law and jurisdiction clauses, recovering an unpaid invoice from a foreign customer.
Written by Hervé Guyader, avocat at the Paris Bar, doctor of law. This content is general information and is no substitute for advice on your own matter.