EU Russia sanctions: transaction bans with state-linked entities and listed ports/airports (Articles 5aa and 5ae of Regulation 833/2014)

EU “transaction bans” (often referred to in practice as business bans) are among the most far-reaching restrictions under the EU Russia sanctions framework. They prohibit EU operators (“EU Persons”) from engaging directly or indirectly in transactions with (i) certain state-linked Russian entities and (ii) certain listed Russian ports, locks and airports. Unlike classic sectoral measures (export/import bans, investment bans, targeted service prohibitions), transaction bans are designed as hard-stop rules: everything is prohibited unless a specific derogation applies.

In practice, two provisions of Council Regulation (EU) No 833/2014 stand out:

• Article 5aa – transactions with state-linked entities (Annex XIX); and

• Article 5ae – transactions with listed ports/locks/airports (Annex XLVII), introduced in February 2025 and intended to address circumvention and “shadow fleet” logistics.

1) Article 5aa: transactions with state-linked entities (Annex XIX)

Who is caught?

The most straightforward cases are entities explicitly listed in Annex XIX. Beyond that, Article 5aa also captures non-EU entities where an Annex XIX entity holds directly or indirectly more than 50% of shares/ownership interests—without requiring the subsidiary itself to be separately listed.

A further high-risk category is any person/entity acting “in the name of” or “at the direction of” a listed state-linked entity. The Commission frames this as a fact-specific assessment and points to indicators such as ownership/control structures, links via natural persons, the purpose of the transaction in light of the entity’s business purpose, prior comparable transactions, and third-party intelligence pointing to directions/instructions.

A practical compliance pitfall is the notion that dropping below 50% necessarily removes risk. The Commission indicates that reducing a stake below 50% does not eliminate exposure where facts suggest continued control or direction—especially if the reduction occurs close in time to listing.

What is prohibited?

Article 5aa uses a broad “any transaction” concept; the Regulation does not provide a bespoke definition for Article 5aa. The analysis often orients itself by analogy to the “contract or transaction” terminology in Regulation 269/2014.

Importantly, the Commission does not treat the prohibition as limited to signing new contracts. It also considers the provision of “any economic benefit” (services, payments, other advantages) as potentially falling within the ban—even in structures designed to avoid a formal contractual nexus with the listed entity. This is precisely where risk assessment becomes granular: the legal text speaks of “transactions”, but in enforcement and compliance practice the “economic benefit” concept is used to prevent circumvention.

Legacy contracts: no general grandfathering

A key operational point is that legacy arrangements are not a safe harbour. According to the Commission’s position reflected in the paper, the ban applies to the conclusion of new contracts from 16 March 2022, and performance of existing contracts is not generally permitted; the practical carve-out primarily concerns receipt of payments owed by listed entities under contracts executed before relevant cut-off dates.

Statutory derogations (examples)

Article 5aa contains legal exceptions (no prior authorisation required for the enumerated categories). They include, for example, transactions strictly necessary for the purchase/import/transport of certain goods (including certain energy/raw materials flows), and specific energy projects outside Russia where a listed entity holds only a minority stake.

One particularly important derogation in practice concerns transactions strictly necessary to ensure access to judicial, administrative or arbitral proceedings in a Member State (including recognition/enforcement of judgments/awards), provided this is consistent with the objectives of the sanctions regime. This limb is to be interpreted in light of Article 47 of the EU Charter of Fundamental Rights (right to an effective remedy and a fair trial).

2) Article 5ae: transactions with listed Russian ports, locks and airports (Annex XLVII)

What is the target: operator or infrastructure?

A defining feature of Article 5ae is that the listed object is the infrastructure itself. Annex XLVII identifies ports/locks (Part A) by location and airports (Part B) by their international designation, rather than by owner or operator. As a result, analysis starts with whether a transaction is connected to the operation/use of the listed port/airport infrastructure in Russia, not merely who the counterparty is.

The instrument was introduced by Decision (CFSP) 2025/394 and Regulation 2025/395. Recital 29 of Regulation 2025/395 clarifies that the ban covers access to facilities and the provision of services to vessels/aircraft. It also expressly limits scope to infrastructure in Russia—which matters where corporate groups operate globally.

Practical scope: what can constitute a prohibited transaction?

The paper highlights typical examples that can fall under the ban where they relate to the listed infrastructure: berthing/landing fees, infrastructure maintenance, maintenance of vessels/aircraft while on site, and the supply of goods or software to the listed port/airport or for use by it. The Commission’s FAQs also give concrete illustrations such as providing air-traffic-management software, delivering training on passenger/cargo handling, or building a terminal.

Even “non-banned goods” can be blocked by the port/airport ban

A key compliance message is that Article 5ae can frustrate imports of goods that are not themselves subject to an EU import ban, because the bottleneck is the use of a listed port/airport. The Commission’s stance is that the transaction ban must be interpreted broadly and that only transactions covered by an explicit derogation are permissible—“This also covers goods that are not subject to an import ban.”

Indirect transactions and supply-chain liability

The most difficult cases arise in logistics chains: when a carrier (chosen by the EU buyer/seller or by an intermediary) uses a listed port/airport, does the EU Person enter into an indirect transaction?

The Commission’s approach (as summarised in the paper) places weight on two conditions for avoiding an “indirect transaction”: (i) the EU Person had no responsibility for selecting the port/airport, and (ii) no fees are paid to the port authorities by the operator/exporter. The paper critically notes how difficult this is in real supply chains, because fees are typically embedded in transport costs—meaning that, economically, the customer ultimately bears them.

Against that background, supply-chain screening becomes central. The paper emphasises that checking the logistics route is among the most basic sanctions compliance duties. If an EU Person fails to perform readily available checks regarding the involvement of listed ports/airports, reliance on liability protections based on lack of knowledge becomes materially harder.

Statutory derogations (ports/airports)

Article 5ae contains legal exceptions (no prior authorisation required) for transactions strictly necessary for specified flows—e.g., the purchase/import/transport of certain materials (including certain metals/minerals) and permitted categories such as pharmaceuticals, medical and agricultural products, food (including wheat) and fertilisers, where the underlying trade is permitted under Regulation 833/2014.

For airports, derogations may cover flights strictly necessary for participation in meetings aimed at achieving a resolution to the war of aggression or promoting the objectives of restrictive measures, and travel of natural persons (and accompanying immediate family members) to/from Russia for personal reasons.

The paper also highlights interpretative tension where Commission guidance appears to extend derogations by analogy (e.g., for Kazakh coal transit or certain fertiliser inputs), and recommends seeking clarification from competent authorities given the general principles of wide interpretation of prohibitions and narrow interpretation of exceptions.

3) Takeaways for compliance practice

Transaction bans are “stop signs”. They require more than counterparty screening: they demand (i) ownership/control and “direction” analysis for Annex XIX exposure and (ii) route/infrastructure screening for Annex XLVII exposure.

Finally, Article 8a (“best efforts”) effectively extends the compliance burden into corporate groups: EU Persons must use best efforts to ensure that controlled non-EU subsidiaries do not participate in conduct that undermines the prohibitions in Regulation 833/2014, which increases the importance of group-wide sanctions governance.

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Your contact person: Dr. Hendrik Müller-Lankow, German and EU qualified lawyer (Attorney at law)