A draft law authorizing the sale of shares in an LLC without taking into account the pre-emptive right to buy them out by the company’s participants was adopted in the first reading.

According to the explanatory note, the bill is aimed at ensuring the possibility of abolishing the application of the provisions of Federal Law No. 14-FZ of February 8, 1998 “On Limited Liability Companies” on the pre-emptive right to acquire shares or parts of shares in the charter capital of an LLC for one, several or all participants of the LLC by introducing the relevant provisions into the charter of the LLC by decision of its participants, as well as establishing the specifics of the application of the pre-emptive right due to the occurrence or non-occurrence of certain circumstances that may arise in the future.

The draft law also provides for the procedure for the exclusion from the charter of an LLC of provisions relating to the specifics of the exercise of pre-emptive rights.

The proposed amendments also allow one, several or all members of a company to exercise the right of pre-emptive redemption of a share in the event of the occurrence (non-occurrence) of circumstances specified in the company’s charter.

These rules can be stipulated by the charter of a company at its establishment or at making amendments to the charter of an existing company. It will be possible to exclude the specified provisions from the charter by the decision of the general meeting of shareholders of a company adopted by the majority of not less than two thirds of votes from their total number.

The legislative amendments contained in the draft law will make it possible to ensure greater flexibility in the corporate structure of an LLC, promptness in changing it, and individualization of the legal regulation of corporate relations based on the specific needs of its participants.

Link: https://sozd.duma.gov.ru/bill/788656-8

Bill No. 788656-8