The actual value of a Russian LLC share is a payment determined under special rules when the share transfers to the company. It differs from the nominal capital amount and a sale price payable by a purchaser. In 2026, check the new Article 23(9) of Law No. 14-FZ, which regulates market valuation where the accounting calculation is disputed.
⚖️ When must the LLC pay the share value?
Identify the ground for transfer to the company first. Voluntary withdrawal, court-ordered exclusion, refusal of consent to transfer and other statutory situations have different conditions and legally relevant dates. Do not present the claim as an ordinary refund of investment without checking its basis.
Voluntary withdrawal must be permitted by the charter, and the withdrawal statement must be notarised. For an ordinary LLC that is not a credit institution, the share transfers on entry of the corresponding withdrawal record in the company register, EGRUL. Payment cannot universally be timed from the day the statement was written.
Article 26 prohibits withdrawal by the sole participant and withdrawal that would leave the company with no participants. A general charter permission does not remove that restriction.
Check the charter applicable on the relevant date, the size and paid-up status of the share, notarial records and the registry entry. A sale to a third party is a different mechanism: the purchaser’s price obligation does not automatically become the LLC’s duty to pay actual value.
⚖️ Nominal value, net assets and market value
Under Article 14’s general rule, actual value is the part of net assets proportionate to the share, unless the statute provides otherwise. Nominal value concerns the capital contribution. Revenue, a bank balance or the value of one company-owned apartment does not replace calculation of net assets.
| Measure | Meaning | Purpose |
|---|---|---|
| Nominal value | Rouble amount in the charter capital | Checking participation and payment for the share |
| Actual value | Amount under the statutory mechanism | Payment on a qualifying transfer to the LLC |
| Market value of assets and liabilities | Basis of a disputed calculation under Article 23(9) | Determining net assets following a disagreement |
| Market value of the share itself | A separate charter-based alternative | Checking whether the charter contains that provision |
For withdrawal, Article 23(6.1) ties the accounting calculation to the last reporting period before transfer to the LLC. Other grounds may have different reference dates. Comparing today’s property values with an old balance sheet without establishing the correct date does not resolve the dispute.
⚖️ Market valuation: the new Law No. 514-FZ procedure
Law No. 514-FZ of 28 December 2025 added Article 23(9). Where the accounting net-asset figure is disputed in the situations listed there, market value of assets minus market value of liabilities is used. The company and/or payment recipient engages a valuer unless the charter specifies another engagement procedure.
This determination must be requested before the payment deadline expires; that request itself does not require notarisation. It is different from the notarised withdrawal statement. Keep the text and evidence of timely delivery to the company; do not postpone the request until the final valuation report is ready.
The new mechanism uses the share-transfer date for valuation unless the parties agree another date. The charter can provide for payment based on market value of the share itself. That mechanism must not be confused with a proportionate part of market-valued net assets.
If the market figure remains undetermined at the deadline or objections persist, the law provides for an initial statutory payment and subsequent calculation of the difference. The company may owe a top-up, or the recipient may have to return an overpayment. A valuation dispute does not universally permit withholding all payment.
For an earlier transfer and obligation already arising, examine operation of the amendments over time. The new procedure cannot automatically be treated as the rule for every historical dispute.
⚖️ Payment deadline and restrictions
On withdrawal, Article 23(6.1) specifies three months from the obligation arising unless the charter lawfully provides another period or payment procedure. Article 23 also contains other periods for other grounds. Determine the applicable provision and charter terms; saying that the LLC always has a year is incorrect.
| Timing issue | Depends on | Keep as evidence |
|---|---|---|
| Share-transfer date | Ground, register or court ruling | EGRUL extract, statement or judgment |
| Payment deadline | Provision for the ground and charter | Relevant charter version and timeline |
| Market-valuation request | Submission before payment deadline expires | Signed text and dispatch/delivery records |
| Restoration of membership where payment is prohibited | Article 23(8)’s special conditions | Restriction evidence and timely request |
Paragraph 8 prohibits payment if the company has statutory insolvency indicators or would acquire them through the payment. This calls for financial assessment, rather than merely a director’s statement that there is no money. In the specified cases, restoration of membership is available on a written request no later than three months after the payment deadline; assess that remedy’s conditions separately.
Payment in property rather than money requires the recipient’s consent in the relevant cases. Check valuation, encumbrances, formalities and tax consequences. An offered asset cannot automatically be treated as an equivalent payout.
⚖️ Documents for a dispute over the amount
Request the company’s calculation, accounts, breakdowns of assets and liabilities, property records, major debt documents and material transactions at the relevant date. Compare these with independent information. If records are withheld, preserve the request and response and explain any application for court-ordered production.
The valuer needs the precise ground, reference date and inventory of assets and debts. In a court-expert dispute, check underlying data, methodology and reasoning, not just the final figure. An objection that the sum is small is weaker than identification of an omitted asset or unsupported liability.
Paragraph 21 of Supreme Court Review No. 3 (2025) concerns No. 305-ES24-23344. A withdrawing 30% participant received RUB 1 million and challenged the calculation. The lower courts rejected the claim, but the Supreme Court quashed their rulings and remitted the dispute. Where evidence suggests artificial inflation of liabilities, the company must substantiate the real debt. This was not a final award of the requested top-up or a case handled by this website’s author.
Paragraph 21, pages 69–71. Original Russian Supreme Court file supporting the legal position; it is not an author’s own case judgment.
Open the original PDF⚖️ Demand to the LLC and court protection
Identify the ground, percentage, transfer date, payment deadline, amount received and specific objections. Make the market-valuation request separately and on time. Attach evidence and seek an explained calculation, keeping dispatch and delivery records.
Check applicability, timing, recipient and charter before using this outline.
- 📁 Ground and reference date
- ⏳ Payment deadline and request
- 🧮 Records and valuation
- ⚖️ Demand and court protection
Take the corporate nature of the dispute into account when selecting the court and procedure. A former participant’s lack of individual-entrepreneur status does not itself turn the claim into an ordinary consumer lawsuit. Check jurisdiction, venue, demands, required attachments and evidence of sending copies.
Late payment, interest and limitation require separate calculations based on dates and legal grounds. Sending a demand or commissioning a valuation does not universally extend every deadline. Account for amounts already paid and define the remaining dispute instead of claiming the whole figure again without explanation.
⚖️ Frequently asked questions
Is repayment of nominal capital alone correct?
Nominal and actual value differ. Examine the payment ground, net assets, share size and special valuation procedure.
Does market valuation always mean the share’s sale price?
No. Market-valued assets and liabilities and charter-based market value of the share itself are separate mechanisms.
Must the market-valuation request be notarised?
Paragraph 9 does not require this. A voluntary-withdrawal statement has separate notarial requirements.
Can I wait until the payment deadline has passed?
The paragraph 9 request must precede expiry. A missed deadline and other possible remedies require separate analysis.
Can the LLC withhold everything while valuation is disputed?
The new procedure provides for initial payment followed by a top-up or return of the difference. Check statutory restrictions as well.
Is membership automatically restored if payment is withheld?
No. Article 23(8)’s special conditions and a timely written request are required.
⚖️ Primary sources and related materials
📚 Checked on 10 October 2026. Law No. 14-FZ: version of 4 August 2026. Sources used:
- Article 14: share value.
- Article 23: grounds, deadlines and market valuation.
- Article 26: withdrawal.
- Law No. 514-FZ of 28 December 2025.
- Supreme Court Review No. 3 (2025), paragraph 21.
- Arbitrazh Procedure Code Article 225.1: corporate disputes.
A related but different procedure is distribution of assets discovered after company liquidation. A claim against an LLC that no longer exists cannot simply replace it. For your documents, see the initial consultation.