Laws easing LLC ownership transfers have been passed

Two new laws aimed at simplifying the sale of shares in limited liability companies (LLCs) have been posted on the portal for the official publication of legal acts.
The first law dated 07.07.2025 No. 185-FZ “On Amendments to Article 93 of Part One of the Civil Code of the Russian Federation” amends the Civil Code of the Russian Federation (CC RF).

The Second Law of 07.07.2025 No. 186-FZ “On Amending Article 21 of the Federal Law ”On Limited Liability Companies“ amends the law of the Federal Law of February 8, 1998 No. 14-FZ ”On Limited Liability Companies“ (hereinafter – the ”LLC Law”) and is aimed at providing for the possibility of abolishing the application of provisions on the pre-emptive right to acquire shares or parts of shares in the authorized capital of a limited liability company (hereinafter, respectively, pre-emptive right, LLC) for one, several or all participants of the LLC. The Law also provides for the procedure for excluding provisions related to the peculiarities of exercising the pre-emptive right from the LLC charter.

The relevant amendments to the legislation of the Russian Federation make it possible to ensure greater flexibility of the corporate structure of LLCs, promptness in its change in the conditions of changing economic conditions, as well as individualization of the legal regulation of corporate relations based on the specific needs of their participants.
In addition, the new law provides for the unification of normative and legal regulation of the application of pre-emptive rights by participants in business entities.

As noted by the authors of the draft laws, the analysis of law enforcement practice showed that the norms of corporate law are usually considered to be peremptory, unless the norm itself does not provide for the possibility of change by the charter or in another manner (for example, by concluding an agreement). At the same time, subparagraph 7 of paragraph 3 of Article 66.3 of the Civil Code of the Russian Federation gave the participants of a non-public company the right to change by the charter of such a company only the procedure for exercising the pre-emptive right, but it was actually impossible to waive it completely.
At the same time, the Supreme Court of the Russian Federation in the definition of the Judicial Board for Economic Disputes of June 11, 2020 № 306-ES19-24912 in case № A65-30532019 noted that by virtue of the presumption of dispositiveness underlying the regulation of LLCs, all rules relating to the alienation of a share in the LLC to third parties, including the pre-emptive right, may be changed or completely abolished by the charter of the LLC.

Thus, at present, the pre-emptive right to purchase a share is reserved for other LLC participants. They may consider a proposal to purchase a share for up to 30 days. Only after receiving their written refusal can the share be sold to a third party.
The new laws allow the provisions on the pre-emptive right of participants to acquire shares of other participants not to be applied in LLCs.
This will be possible by making the necessary amendments to the charter of the company with the consent of all its participants. It will be possible to exclude such provisions from the charter of the LLC by a decision adopted by a two-thirds majority of the participants. Participants of a company are vested with the right to sell a share or a part of a share in the authorized capital of a company to third parties without sending a mandatory offer to the other participants of a company, if the relevant provisions are provided for by the charter of a company.
At the same time the made changes allow one, several or all shareholders of a company to realize the right of pre-emptive buyout of a share in case of occurrence (non-occurrence) of circumstances defined by charter of a company.

Besides, the amendments set the term within which a company is obliged to provide a participant intending to sell its share with information on persons in respect of whom the rules on the pre-emptive right to purchase a share or a part of a share in the authorized capital of a company are applied. Such information must be provided within a period not later than 5 working days from the date of receipt of the relevant request.
Law No. 185-FZ of 07.07.2025 amending the Civil Code of the Russian Federation enters into force 10 days after its official publication
Law No. 186-FZ of 07.07.2025 amending the “LLC Law” enters into force on September 1, 2025.

Links:
http://publication.pravo.gov.ru/document/0001202507070005
http://publication.pravo.gov.ru/document/0001202507070006
Draft laws:
788656-8 https://sozd.duma.gov.ru/bill/788656-8
788669-8 https://sozd.duma.gov.ru/bill/788669-8