Draft Federal Law N 876952-8 “On Amending the Federal Law ‘On Limited Liability Companies’” (hereinafter referred to as the Federal Law) has been developed with a view to establishing the possibility, at the request of a person to whom the actual value of a share or part of a share of a participant in an LLC is to be paid, of establishing and paying the actual value of a share of a participant in a company in the amount of its market value.

The authors of the draft law point out in the explanatory note to the draft federal law that the current provisions of civil legislation governing corporate relations in relation to the payment of the actual value of the share belonging to a company’s participant in the event of his withdrawal from the company, and to the creditors of the company’s participant in the event of foreclosure on the share in the authorized capital of the company, often cause disputes, which, as a rule, are expressed in the disagreement of the person to whom the actual value of the share is to be paid, with the race determined by the company.

Taking into account the inconsistency of the actual value of the share with the fair expectations of the participants of the company, judicial and arbitration practice on corporate disputes has developed a position on the possibility of verifying the validity of the actual value of the share of a participant on the basis of the conclusion of the forensic examination conducted in the case (paragraph 16 of the Resolution of the Plenum of the Supreme Court of the Russian Federation and the Plenum of the Supreme Arbitration Court of the Russian Federation of December 9, 1999 № 9014), and the actual value of the share in the authorized capital of the company at the withdrawal of its participant within the meaning of the provisions of the Federal Law is determined taking into account the market value of the property reflected on the balance sheet (resolutions of the Presidium of the Supreme Arbitration Court of the Russian Federation on June 7, 2005 № 1578704, on September 6, 2005 № 526105, on May 26, 2009 № 83609, on April 17, 2012 № 1619111).

In this case, this approach applies not only in the case of payment of the actual value of the share at the withdrawal of a participant from the company, but also in other cases of transfer to the company of a share in the authorized capital of the company (definition 1950526-U4-2023 (15.0) of the Supreme Arbitration Court of the Russian Federation on May 6, 2013 № VAS-522813 in case № A54-3292010).

In this connection it is offered to fix in the Federal law possibility to establish and payment of valid cost of a share of share of shareholder of a company in authorized capital of a company in the amount of market cost with attraction of appraiser if it is declared by shareholder of a company.

In case of direction of such statement definition of valid cost of share or a part of share of shareholder of a company in the size other than the size of market cost is not allowed.

The market value of a share or a part of a share shall be established by an appraiser who may be engaged both by a company itself and by a person to whom the actual value of a share should be paid.

The draft law provides that disputes on establishment and payment of the actual cost of a share or a part of a share of a shareholder of a company in the amount of market cost may be transferred for consideration of a court only if a corresponding application has been sent.

Link: https://sozd.duma.gov.ru/bill/876952-8

Draft law № 876952-8