FEDERAL LAW OF THE RUSSIAN FEDERATION

of July 7, 2025 No. 186-FZ

About introduction of amendments to article 21 of the Federal law "About Limited Liability Companies"

Accepted by the State Duma on June 24, 2025

Approved by the Federation Council on July 2, 2025

Article 1

Bring in article 21 of the Federal Law of February 8, 1998 No. 14-FZ "About limited liability companies" (The Russian Federation Code, 1998, No. 7, Art. 785; 2009, No. 1, Art. 20; No. 29, Art. 3642; 2010, No. 31, Art. 4196; 2015, No. 13, Art. 1811; 2016, No. 1, Art. 11) following changes:

1) in item 4:

a) to add the paragraph of the seventh after the words "concerning the certain member of society" with words "(from among members of society to whom rules about the privilege of purchase of share or part of share in the authorized capital of society are applied)";

b) add with paragraphs the ninth and tenth the following content:

"Concerning one or several members of society who are directly named in the charter of society (with indication of name or the name, other data allowing them to identify) or having certain signs, for example having share in the authorized capital of society it is at least or no more certain size, or concerning all members of society the charter of society can provide that governed about the privilege of purchase of share or part of share in the authorized capital of society are not applied, and (or) implementation of the specified right by one, several or all members of society is caused by approach or not approach of certain circumstances, term or their combination. The specified provisions can be provided by the charter of society under its organization or in case of introduction of amendments to the charter of society according to the decision of general meeting of members of society accepted by all members of society unanimously. The exception of the charter of society of the specified provisions is performed according to the decision of general meeting of members of society made by the majority at least two thirds of voices of total number of voices of members of society if need of bigger poll for adoption of such decision is not provided by the charter of society. The acceptance fact or about exception of the specified provisions of the charter of society and the list of the members of society who are present at adoption of such decision shall be confirmed with general meeting of members of society of the decision on entering of the specified provisions into the charter of society by the notarial certificate.

In case of exception of the charter of society of provisions which provide non-use concerning one, several or all members of society of rules about the privilege of purchase of share or part of share in the authorized capital of society rules about the privilege of purchase of share or part of share in the authorized capital of society, and in case of exception of the charter of society of provisions which provide that implementation of the specified right by one, several or all members of society is caused by approach or not approach of certain circumstances, term or their combination are applied, rules about the privilege of purchase of share or part of share in the authorized capital of society are applied without the specified conditions. Transition to one or several members of society or to the third parties of share or part of share in the authorized capital of society, belonging to the member of society who is directly named in the charter of society and concerning which the charter of society provides that governed about the privilege of purchase of share or part of share in the authorized capital of society are not applied, and (or) implementation of the specified right is caused by approach or not approach of certain circumstances, term or their combination, is not the basis for application of the specified provisions of the charter of society concerning person to whom the share or part of share in the authorized capital of society passed.";

2) in Item 5:

a) the paragraph one to state in the following edition:

"5. The member of society, intended to sell the share or part of share in the authorized capital of society to the third party, shall inform in writing on it other members of society (from among members of society to whom rules about the privilege of purchase of share or part of share in the authorized capital of society are applied) and society by the direction through society at own expense of notarially certified offer addressed to these persons and containing specifying of the price and other sales terms. The offer about sale of share or part of share in the authorized capital of society is considered received by all members of society to whom rules about the privilege of purchase of share or part of share in the authorized capital of society, at the time of its obtaining by society are applied. At the same time it can be accepted by person who is the member of society at the time of the acceptance and also society in the cases provided by this Federal Law. The offer is considered uncollected if in time no later than day of its obtaining by society to the member of society the notice on its response arrived. The withdrawal of the offer about sale of share or part of share after its obtaining by society is allowed only with the consent of all members of society to whom rules about the privilege of purchase of share or part of share in the authorized capital of society are applied if other is not provided by the charter of society.";

b) state paragraph two in the following edition:

"The member of society, intended to sell the share or part of share in the authorized capital of society to the third party having the right to request from society of the information about persons to whom rules about the privilege of purchase of share or part of share in the authorized capital of society are applied. These data shall be submitted by society to the member of society who made inquiry not later than five working days from the date of receipt of such request in time. Members of society to whom rules about the privilege of purchase of share are applied or speak rapidly shares in the authorized capital of society, are has the right to use the granted right within thirty days from the date of receipt of the offer by society.";

c) word in paragraph three "society or refusal of all" shall be replaced with words "societies to which rules about the privilege of purchase of share or part of share in the authorized capital of society, or refusal of all such are applied";

d) the fourth after words of "certain members of society" to add the paragraph with words "to which rules about the privilege of purchase of share or part of share in the authorized capital of society are applied,", after the words "other members of society" to add with words "to which rules about the privilege of purchase of share or part of share in the authorized capital of society are applied,";

In paragraph one of Item 18 of the word "any participant or members of society" shall be replaced with words 3) "the participant or members of society (from among members of society to whom rules about the privilege of purchase of share or part of share in the authorized capital of society are applied)".

Article 2

This Federal Law becomes effective since September 1, 2025.

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