Legislation amendments

Two important laws concerning the activities of limited liability companies were adopted. Among them are the Federal Law No. 251-FZ of 31 July 2020 «On Amending Article 94, Part 1 of the Russian Civil Code» and the Federal Law No. 252-FZ of 31 July 2020 «On amending Federal Law «On Limited Liability Companies» to the Extent of Improving the Procedure for Recording in the Unified State Register of Legal Entities Information on the Exit of a Limited Liability Company Member from Such Company». There is a connection between the Laws.

The Law No. 251-FZ specifies the stage of share transfer to the company. In the previous version of the Article 94 of the Russian Civil Code, the moment of share transfer to the company was the receipt of an application or request by the company. According to the new version - this is the date when the record on shareholder's withdrawal was made in the Unified State Register of Legal Entities (EGRUL) or the date when the company received a request to purchase a share.

The Law No. 252-FZ brings the Law «On Limited Liability Companies» into compliance with the updated Article 94 of the Russian Civil Code.

Thus, the new Article 23 states that the calculation of the actual share value should be based on the financial statements for the reporting period that precedes the date of transfer to the company of the excluded member share, not the date of application filing, as it was before. At the same time, the date of share transfer to the company will be the date of entry in the EGRUL or receipt of withdrawal application by the society.

In the new Article 26, there are additional paragraphs, that:

• oblige the notaries, who certified the withdrawal statement, to submit to the registration authority by means of a digital signature the relevant application on changes in the Unified State Register of Legal Entities within 2 working days from the date of certification, and to send a certified withdrawal statement to the registered office within 1 working day;
• provide the possibility to fix in the Charter the priority of withdrawal for the members who may be specified by name or like the shareholder with specific characteristics (ownership of a certain share);
• fix in the Charter the possibility to make the rights of members for withdrawal dependent on the occurrence or absence of certain circumstances, terms or a combination of these factors;
• fix in the Charter the right for withdrawal by a decision of the General meeting of shareholders adopted by a solid vote. At the same time, the shareholder with such right and the duration of the right should be indicated. This provision does not apply to the withdrawal of a credit institution member.

Thus, the legislation amendments simplify the process of the shareholder's withdrawal and exempt companies from obligation to submit the documents for state registration. However, the expenses on the procedure may increase due to the growth in notaries’ powers.

All information related to the limited liability companies (including historical data) is available in the Information and Analytical system Globas.