From September 1, 2025, the Law on Limited Liability Companies will introduce the possibility to include in a charter (Charter) provisions specifying that the exercise of the preemptive right to purchase a share or part thereof by certain or all participants is contingent upon certain circumstances, time frames, or a combination thereof.

Another option is to prohibit the use of this right:
-          by all participants;
-          by one or more individuals specifically named in the Charter;
-          by those holding shares of a specified size.

These provisions may be included in the Charter upon formation of the company or at a later date. In the latter case, all participants must adopt a unanimous decision at a general meeting. To remove restrictions on the preemptive right, a two-thirds majority vote suffices, provided the Charter does not require a higher threshold.

The adoption of decisions regarding the introduction or removal of such restrictions, together with information on attendees, must be certified by a notary public.

Currently, the Law on Limited Liability Companies contains no explicit provision permitting the annulment of the preemptive purchase right. However, the Supreme Court of Russia has held* that the rules governing this matter are dispositive, meaning that they may be applied differently or waived altogether according to the Charter.

* The Russian Supreme Court's Decision dated June 11, 2020 No. 306-ES19-24912 in Case No. A65-3053/2019:

"In light of the principle of discretion inherent in the regulation of limited liability companies, all rules pertaining to restrictions on transfer of shares in the authorized capital to third parties, including the preemptive purchase right, may be amended or fully abrogated by the Charter."

Marat Ishmuraov