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28.01.2025
Draft amendments to the legislation on the pre-emptive right to purchase a share
28.01.2025

Draft amendments to the legislation on the pre-emptive right to purchase a share

On 21.01.2025, the State Duma adopted in the first reading the draft law No. 788656-8 providing for a number of amendments to Federal Law No. 14-FZ dated 08.02.1998 “On Limited Liability Companies”.

These are amendments to the regulations, according to which, by a decision of the general meeting of participants adopted unanimously, company’s charter may include provisions on the non-application of the rules on the pre-emptive right to purchase shares in respect of all or certain participants, or their application subject to the occurrence (non-occurrence) of certain events or dates. The law does not specify these dates and events, leaving their definition at the discretion of the company’s participants when formulating the relevant provisions of the charter.

Now, such rules can be excluded from the charter only by decision of general meeting of company's participants, adopted by a majority of at least two thirds of the total number of votes of the company’s participants, if the need for more votes to make such a decision is not provided for by the charter. Currently, such amendments can be adopted by a simple majority of the votes of the participants.

It is supposed that in case of transfer to other persons, the shares of a participant in respect of whom such restrictions are imposed do not apply to the new owner of the share, unless he meets the criteria of their application.   

Simultaneously with this bill, the Government of the Russian Federation submitted to the State Duma The (draft law No. 788656-8).They suppose some amendments to the rules of the Code dealing with general issues of the exercise of the pre-emptive right. The date of the first reading has not been set yet.

 

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