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On July 22, 2009 amendments and additions to the Federal Law ‘On Limited Liability Companies’ came into effect.

The legal status of a limited liability company (abbreviated in Russian as an OOO) has been specified. An OOO can now be established with a minimum amount of charter capital of 10,000 rubles.

The only article of association of a limited liability company will be its charter. Agreements of association lost their power of articles of association on July 01, 2009.  The information that used to be recorded in two documents (the charter + the agreement) should be brought together in one not later than January 01, 2010. Participants will make an agreement of the establishment of the society that will not have the status of an article of association. The company shall keep the register of participants of a limited liability company. The information concerning the amount and nominal price of each participant will be now recorded in the Unified State Register of Legal Entities instead of in the charter.

Important amendments have been made in the procedure of implementation of preemptive right of share acquisition and the participant’s withdrawal from a limited liability company; there have also been introduced other anti-raider novels. A participant may sell its share to the company and withdraw from the company only in case such an option is envisaged by the company charter. In particular, the charter may forbid the withdrawal from the company. In this case the participant has the right to claim the redemption of his share by the company. The charter of a limited liability company may also envisage the preemptive right of other participants of the company to buy the participant’s share at a predetermined price. Time limits within which participants may implement this right are defined by the Federal Law ‘On Limited Liability Companies’ and by the charter. The transaction of alienation of a participant’s share should be notarized. Changes are recorded in the Unified State Register of Legal Entities on the basis of the notary’s request.

Participants have the right to conclude an agreement of the implementation of rights by the society’s participants. They did not used to enjoy this right before. The agreement may establish the procedure of implementation of rights by participants and/or the possibility to abstain from the implementation of such rights, among these the right:

• to vote in a certain way at the general meeting of participants,
• to co-ordinate the voting option with other participants,
• to sell the share or part of the share at a determined price and/or at the occurrence of certain events or to abstain from the alienation of the share or of its part until the occurrence of certain events, etc.