When a participant leaves a Russian limited liability company (LLC), the company may have to pay the actual value of that participant’s share. This is not the nominal amount stated in the charter capital. The payment depends on the company’s net assets and financial position on the legally relevant date.
Short answer
Check the charter, the date on which the share passed to the company, the accounting records and the composition of assets. If the company’s calculation is disputed, the case may require detailed document review and, in some cases, a court-appointed expert review. The outcome depends on the facts of the individual dispute.
When does the payment right arise?
A share can pass to the company for different statutory reasons: a participant’s withdrawal, refusal of consent to a share transfer, exclusion of a participant and other cases listed in Federal Law No. 14-FZ. A withdrawal is possible only if the charter permits it. A withdrawal notice and a claim for payment should not be confused with a share sale agreement.
How is the actual value calculated?
As a general rule, it is the portion of the company’s net asset value corresponding to the size of the share. The law links the calculation to accounting data for the last reporting period before the share passed to the company. In a dispute, however, the reliability of that data matters: assets and liabilities may include real estate, receivables, encumbrances and losses.
The Supreme Court has explained that the company’s actual financial and property position must be considered. A court should not rely mechanically on a single expert opinion without comparing it with objective evidence. An opening balance sheet or a one-sided calculation may therefore be insufficient to settle the amount.
Payment period and restrictions
The statutory payment period may be specified by the charter within the limits permitted by law. It must be determined under the version of the law applicable on the relevant date and the particular basis on which the share passed to the company. Payment is restricted where the company is insolvent at the due date or the payment would cause insolvency; the consequences require separate legal assessment.
Practical steps
- Obtain the charter, withdrawal notice and documents confirming the transfer of the share.
- Identify the legally relevant date and the applicable version of the law.
- Collect financial statements and information about assets and liabilities.
- Compare the calculation with the share size and the company’s financial condition.
- Send a reasoned demand; if the amount is disputed, prepare the evidence and consider expert review.
Common questions
Can a participant demand the nominal value of the share?
Nominal value and actual value are different figures. The payment normally depends on net assets and statutory circumstances.
Is an expert review always required?
No. It may be needed when the parties dispute assets, liabilities or valuation.
What should be checked before litigation?
The charter, the basis and date of the share transfer, accounting records, the calculation and correspondence with the company.
Official sources
Need a document review? A preliminary consultation can help assess the claim, the calculation and the available evidence before court proceedings.