On 28 December 2025, the President of the Russian Federation has signed Federal Law No. 514-FZ "On Amending the Federal Law 'On Limited Liability Companies' and Certain Legislative Acts of the Russian Federation" (hereinafter, the "Law"), which introduces changes to the procedure for paying the actual value of a share in limited liability companies (hereinafter, the "LLC").
In the cases stipulated by Article 23 of Federal Law No. 14-FZ "On Limited Liability Companies" (hereinafter, the "LLC Law"), if
- the person to whom the actual value of the share in the LLC is to be paid, or
- the company itself
disagrees with the determination of the value of the LLC's net assets based on the company's accounting statements, they have the right to demand the involvement of an appraiser to determine it.
In such a case, the value of the LLC's net assets will be determined based on the market value of the company's assets and its liabilities as the difference between these indicators.
The appraisal will be carried out by an appraiser engaged by the company and/or the person to whom the actual value of the share is to be paid, unless the LLC's charter provides for a different procedure for engaging an appraiser.
To apply the new provisions, an application must be submitted before the expiration of the deadline for the LLC to fulfill its obligation to pay the actual value of the share. Notarization of this application is not required.
If, by the date of expiration of the deadline for the LLC to fulfill its payment obligation, the actual value of the share has not been determined according to the above procedure, or if there are objections from the company or the person to whom the payment is to be made regarding such actual value, the LLC shall pay the actual value of such share according to the standard procedure, with the subsequent determination of the difference between the amount paid and the actual value of such share as determined by the appraiser. This difference is subject to an additional payment by the LLC or a refund to it.
It is also stipulated that the charter of an LLC, upon its establishment or by a unanimous decision of the participants, may provide for the determination of the actual value as its market value in the cases stipulated by clauses 2, 4, 5, 6.1 of Article 23 of the LLC Law.
Fresh provisions have entered into force on 28 December 2025.