The Federal Law on Limited Liability Companies was recently amended. Key changes include the following provisions:

  • A share can be alienated in order to exercise the option to conclude a contract by way of separate notarisation of the irrevocable offer and subsequent notarisation of the acceptance. In this case, the irrevocable offer is considered accepted as of notarisation of the acceptance.
  • The share is transferred to the purchaser as of its entry into the Unified State Register of Legal Entities – not following notarisation of the transaction for its alienation, as previously.
  • Regarding a share pledge agreement, the notary who notarised the agreement must file the application to amend the Unified State Register of Legal Entities with the registering authority within two business days (not three days, as previously). To cancel the entry on pledge, the pledgee's application must be filed with the registering authority (previously, the application had to be signed jointly by the pledger and the pledgee).

The amendments entered into force on January 15 2016 (Federal Law 391-FZ, dated December 29 2015).

For further information on this topic please contact Anna Fufurina or Alexander Titov at Noerr by telephone (+7 495 799 56 96) or email ( or The Noerr website can be accessed at

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