LLC participants may waive the pre-emptive right to purchase shares

27.01.2025

The State Duma has passed the first reading of the draft law on amendments to the Law “On limited liability companies” (LLCs), which provides for global amendments to the rules on the pre-emptive right to acquire shares in LLCs. 

The amendments provide for the possibility to cancel the pre-emptive right to acquire a share in an LLC for all or certain participants named in the charter, or hold a certain share of the charter capital. In addition, the execution of the pre-emptive right may be subject to the occurrence or non-occurrence of certain circumstances, a period of time or a combination thereof. 

Currently, the provisions on the pre-emptive right to purchase a share are mandatory and effective for all LLC participants. Once the amendments come into force, the LLC charter will allow for greater flexibility in the corporate structure and an individual approach in regulating corporate relations.