As of 1 September 2025, amendments to Federal Law No. 14-FZ of 8 February 1998 “On Limited Liability Companies” (the “LLC Law”) will come into force. Pursuant to these amendments, the statutory right of first refusal (the “ROFR”) in respect of a particular shareholder can be limited or even completely excluded by virtue of the LLC’s charter.
Previously, this approach was recognized in court practice. In the Yana Tormysh case, the Supreme Court of the Russian Federation stated that a company’s charter is of a contractual nature and has a dispositive character. Consequently, provisions of the charter governing share transfer procedures, including the ROFR, could be amended or excluded by the participants at their discretion.
The new amendments now codify this approach into law.
Key Changes
The LLC Law expressly provides that certain shareholders or categories of shareholders may be deprived of or restricted in exercising the ROFR. The company’s charter may stipulate that the ROFR does not apply to:
• shareholders expressly identified in the charter (by name, corporate name, or other identifiers);
• shareholders that meet certain criteria (e.g., holding more or less than a specified number of shares); or
• all shareholders.
Moreover, the ROFR may come into play only upon certain conditions, time constraints or be subject to a combination of such factors.
Charter Amendments
Provisions excluding or limiting the ROFR may be introduced into the charter only by a unanimous resolution of the shareholders. However, such provisions may later be removed from the charter by a qualified majority (two-thirds of votes).
Any resolution on amending the ROFR provisions must be notarized.
Exercise of the ROFR
When selling a share to a third party, the selling shareholder is required to notify only the shareholders entitled to the ROFR. The selling shareholder can request the company to provide information on the shareholders entitled to exercise this right.
We will continue to monitor how these amendments are applied in practice.