Change of a CEO does not require the consent of the Government Commission

On 3 February 2025, a significant ambiguity was eliminated regarding the issue to obtain permission of the Government Commission for a change of a CEO in an LLC with participants from “unfriendly” countries.

The Ministry of Finance has officially clarified that the procedure for the approval of transactions does not apply to cases of appointment or termination of CEOs’ powers of LLCs in accordance with the Labour Code of the Russian Federation. Thus, it is not necessary to obtain the permission of the Government Commission to change a CEO of an LLC with participants from “unfriendly” countries.

However, the Ministry of Finance once again confirmed that the conclusion of an agreement on the transfer of the powers of the sole executive body of an LLC with participants from “unfriendly” countries to a management company (manager) requires the approval of the Government Commission.