These defunct companies bear the names of seas and oil projects that have now been consigned to the archives. Karmorneftegaz, Tuapsemorneftegaz and Sevchukmorneftegaz are the legal remnants of an era when Rosneft was still planning to explore the Russian Arctic alongside Western oil majors. This structure has just lost its central pillar. Rosneft JV Projects ceased to exist at the end of July. The company was not wound up and its assets were not sold to a third party. All of its assets were transferred by universal succession to Rosneft Latin America, another Luxembourg-based holding company within the group. Rosneft JV Projects still had assets totalling €255.4 million at the end of 2025, of which €250.1 million were financial investments.
The deregistration brings to a close a chapter that began fourteen years earlier. Rosneft JV Projects was incorporated on 9 March 2012, the same day as a second Luxembourg-based company, Rosneft Overseas, which has since been renamed Rosneft European Holdings. At the time, the Russian oil group was expanding its international projects and entering into agreements with Western companies.
Eni and ExxonMobil: ambitious partners
In June 2013, Rosneft and Eni set up three joint ventures to explore offshore areas in the Barents and Black Seas. Rosneft held a 66.67% stake, compared with 33.33% for Eni, which had undertaken to finance the exploration work provided for under the licences. The following month, the two groups launched seismic surveys in the Fedynsky and Central Barents blocks.
At the same time, Rosneft was developing projects with ExxonMobil. In 2013, the US group stated that it held a 33.33% stake in the companies operating the Kara Sea and Tuapse projects, with Rosneft holding the remainder. Initial exploration expenditure in these two areas was then estimated at over $3.2 billion, mainly funded by ExxonMobil.
The names Karmorneftegaz and Tuapsemorneftegaz referred, respectively, to operations in the Kara Sea and the Tuapse Basin in the Black Sea.
The Luxembourg-based company was not solely involved in exploration. In April 2013, Rosneft JV Projects paid €178.5 million to acquire a 13.7% stake in the Italian refiner Saras from members of the Moratti family. A partial public offer subsequently increased its stake to nearly 21%. Rosneft began to divest in 2015, before selling its remaining 12% to institutional investors in January 2017.
Twelve years after the first sanctions
The world that had given rise to this structure began to unravel following Russia’s annexation of Crimea. In 2014, the European Union and the United States imposed their first sector-specific restrictions on Rosneft, notably regarding access to capital markets and certain technologies used for oil exploration.
ExxonMobil decided at the end of 2017 to withdraw from its Russian exploration joint ventures. The US group subsequently announced that it had completed its withdrawal from projects in the Arctic, the Black Sea and the unconventional hydrocarbons sector. Other partnerships have been suspended, scaled back or restructured, although not all of the former projects have necessarily been discontinued.
The invasion of Ukraine in February 2022 took the restrictions to a whole new level. The European Union has gradually banned the import of Russian oil by sea, imposed restrictions on services related to its transport, and stepped up measures targeting Russian banks, technology and energy revenues. In October 2025, it further tightened the ban on transactions involving Rosneft and Gazprom Neft.
The most significant turning point for the group’s international operations, however, came from Washington. On 22 October 2025, the US Treasury added Rosneft to the list of individuals and companies subject to blocking sanctions. Assets falling under US jurisdiction are frozen, and US persons are, in principle, no longer permitted to do business with the group. Under the so-called “50% rule”, these restrictions also extend to companies in which Rosneft holds, directly or indirectly, a 50% or greater stake, even if they are not specifically named on the list.
This mechanism lends new significance to organisational charts, ownership thresholds and the identity of beneficial owners. Since the US sanctions were imposed, Rosneft has already made changes to some of its international holdings. In November 2025, the group reduced its stake in the Kurdistan Pipeline Company – which operates strategic oil infrastructure in Iraqi Kurdistan – from 60% to less than 50%. According to Reuters, the move was specifically intended to exempt the company from the automatic application of the US 50% rule.
An exception for Germany
In India, Rosneft already held a minority stake of 49.13% in Nayara Energy when the European Union imposed sanctions on the refiner in July 2025. Nayara operates the Vadinar refinery, which has a capacity of 400,000 barrels per day, as well as a network of more than 6,500 petrol stations. Rosneft challenged the EU measure, emphasising the company’s Indian ownership and the fact that its stake was less than 50%.
The restrictions have, however, complicated Nayara’s operations. The refiner has had to adjust the payment terms for certain sales, seek out new sources of equipment and catalysts, and make greater use of vessels operating outside traditional shipping routes. Its capacity utilisation rate, which stood at over 100% before the sanctions, has temporarily fallen to between 70% and 80%, according to Reuters.
In Germany, the issue is no longer simply about the percentage of ownership, but about the exercise of control. In 2022, Berlin placed Rosneft’s German subsidiaries under public supervision. They hold stakes in the PCK Schwedt, MiRo and Bayernoil refineries. In February 2026, the European Commission authorised an arrangement enabling the German state to retain this control in the long term, without any formal transfer of ownership. Rosneft’s voting rights remain suspended. The United States has granted an exemption allowing trade with the German subsidiaries to continue despite the sanctions against their parent company. This exemption is intended to prevent disruption to supply, particularly around the Schwedt refinery, which is important for Berlin and north-eastern Germany. This episode illustrates the growing disconnect between legal ownership, operational control and the actual ability to utilise an asset.
The contraction of the Luxembourg-based group had begun before the US designation. On 23 May 2025, Rosneft JV Projects had dissolved, without liquidation, thirteen wholly-owned subsidiaries: Anismorneftegaz Holding, Centrchukmorneftegaz Holding, Karmorneftegaz Holding, Lenmorneftegaz Holding, Olmorneftegaz Holding, Sevchukmorneftegaz Holding, Sevkarmorneftegaz Holding, Trizneft Pilot, Tuapsemorneftegaz Holding, Yuzhchukmorneftegaz Holding, Kashevarmorneftegaz, Lisyanskmorneftegaz and Magadanmorneftegaz. Their assets and liabilities had been transferred to Rosneft JV Projects. The accounts show, in particular, that Rosneft JV Projects had taken over the financial assets of Karmorneftegaz Holding and Tuapsemorneftegaz Holding. The disappearance of the intermediate holding companies does not therefore necessarily mean that their operational shareholdings had been sold off. It has, first and foremost, shortened the chain of ownership.
The reorganisation also comes at a time when the group’s financial and operational situation is becoming increasingly strained. Rosneft has announced a 73% fall in its net profit for 2025, to 293 billion roubles. The group cited high interest rates, taxation and several exceptional factors. Its results rebounded in the first quarter of 2026, but the company warned that attacks on Russian energy infrastructure could lead to further write-downs.
However, the Luxembourg merger did not result in the assets being transferred out of the country. Rosneft European Holdings held all 32 shares in Rosneft JV Projects. In exchange for their cancellation, Rosneft Latin America allocated 101,681,568 new shares, each with a par value of one dollar, to it. The parent company of the dissolved entity thus becomes a shareholder in the acquiring company. Rosneft JV Projects therefore ceases to exist without any corresponding loss of its assets. The assets are concentrated in a smaller number of companies, whilst the chain linking the shareholdings to the Luxembourg holding company becomes shorter.
