In this Legal Digest, we have prepared a brief overview of the most important legislative acts and the court decisions of particular interest in the field of Russian corporate law for the 2nd quarter of 2026. You can find our previous digest by clicking on the link.
Instances where the term of office of a member of the board of directors (supervisory board) of a Russian joint stock company and limited liability company is cut short were introduced
The term of office of a member of the board of directors (supervisory board) is cut short and the individual is deemed to have stepped down in case of their death, the submission of a respective notice of resignation by the member of the board of directors (supervisory board), the individual is declared legally incompetent or partially incompetent, has been prohibited by a court sentence from engaging in specific activity or holding specific positions, if this is incompatible with the performance of the function of a member of the board of directors (supervisory board), or has been disqualified. At the same time, if the term of office of a member of the board of directors (supervisory board) is cut short further to a notice of resignation, their term ceases from the date when the company received the respective written notice from the individual. If this option is stipulated by the charter of the joint stock company or limited liability company, a new member of the board of directors (supervisory board) may be elected to replace the individual who has stepped down. In this case, the specific voting procedures in place at the joint stock company should be applied.
The amendments entered into force on 15 July 2026.
Document: Federal Law No. 237-FZ dated 4 July 2026 "On the Introduction of Amendments to the Federal Law "On Joint Stock Companies" and Certain Legislative Acts of the Russian Federation".
Changes have been introduced to the rights of creditors to demand early performance from a company in case of a reorganisation
The Ministry of Justice of the Russian Federation has proposed compelling creditors to demand security from a company that is undergoing a reorganisation. The company itself is entitled to prove in court that the reorganisation will not compromise the performance of its obligations to such a creditor and that the creditor’s interests are already guaranteed to a sufficient degree by the security held by the creditor at present.
Previously, the legislator had been compelled by the Constitutional Court of the Russian Federation to introduce amendments to the Russian Civil Code in connection with the need to recalibrate the balance of interests of creditors and a company undergoing reorganisation, see Judgment No. 17-P of the Constitutional Court of the Russian Federation dated 24 March 2026.
Document: Draft Federal Law "On the Introduction of Amendments to Article 60 of the Civil Code of the Russian Federation" (prepared by the Ministry of Justice of Russia, ID of the Draft 04/13/04-26/00167689).
An "obligatory transaction" that involves the sale or purchase of a participation interest in the charter capital of a limited liability company must be notarised
The Federal Chamber of Notaries has issued mandatory recommendations for notaries which stipulate that a "contract establishing the obligation, in the event of the emergence of specific circumstances, or the performance by the other party of a reciprocal obligation, to conclude a transaction aimed at the alienation of a participation interest or part of a participation interest in the charter capital of the company" (Paragraph Three, Clause 11 of Article 21 of the Law On Limited Liability Companies) must be notarised. In light of these recommendations, it will prove problematic to conclude any parts of transactions with participation interests in the charter capital of a limited liability company which are conditional. This concerns first and foremost transactions where the transfer of participation interests in the charter capital of a limited liability company is contingent on the receipt of a permit of the Government Commission for Control of Foreign Investments.
Document: Letter No. 4914/03-16.3 of the Federal Chamber of Notaries dated 26 May 2026 "On the Sending of Methodological Guidelines on Concluding Transactions Regarding Participation Interests in the Charter Capitals of Limited Liability Companies".
The limit on certain foreign investments performed by Russian residents without requiring a special permit has been doubled to the equivalent of RUB 30 million
The Bank of Russia has adopted a decision which authorises residents to perform operations involving the payment of participation interests, contributions, equity interests in a property (charter or joint capital, mutual fund of a cooperative) of non-resident legal entities, as well as the payment of a contribution by residents to non-residents in simple partnership agreements to invest via capital investments (joint venture agreements) (hereinafter the operation) without the receipt of individual permits of the Bank of Russia, subject to simultaneous compliance with the following criteria:
Previously, this limit equalled the equivalent of RUB 15 million.
The new limit has been in effect since 1 July 2026.
Document: Decision No. PRG-43-11/1199 of the Working Group of the Bank of Russia dated 1 June 2026 "On Considering the Issues of the Granting of Permits to Perform (Execute) Operations (Transactions) in Respect of Which Prohibitions (Restrictions) Have Been Established on Their Conclusion in Connection with the Unfriendly Actions of Foreign States".
Draft of New Regulations "On the General Meeting of Shareholders"
The Bank of Russia has prepared the draft of new Regulations "On the General Meeting of Shareholders" to replace the existing document. The Draft aims to improve and update the additional requirements on the procedure for preparations for the holding of the meeting or on absentee voting for the adoption of decisions by the general meeting of shareholders, as well as the list of additional information (materials), which must be provided to the parties entitled to attend the meeting or vote remotely in case of their preparation. The Draft also enshrines additional requirements on the preparation and holding and on the procedure for the adoption of decisions at meetings with remote attendance.
The Draft stipulates requirements on the contents of the minutes on the voting results, the minutes of the general meeting and the report on the voting results, inter alia, it reduces the quantity of information that must be reflected therein, and establishes additional requirements, for the purpose of eliminating the duplication of some of the information in the indicated documents and ruling out scenarios where issuers have doubts as to the various types of information they are required to include in each of the indicated documents. It is anticipated that this will lead to a decrease in the number of infringements committed during the preparation of respective documents.
The Draft will apply to both public and non-public joint stock companies, except in the case of joint stock companies where one shareholder disposes of all the voting shares.
The Draft is projected to enter into force from 1 January 2027.
Document: Draft Regulations of the Bank of Russia "On the General Meeting of Shareholders" (prepared by the Bank of Russia, ID of the Draft 04/15/05-26/00168251).
Business Judgment Rule
The Russian Supreme Court stated that if decisions on increasing the charter capital of a company are challenged, the business judgment rule should be applied – unless proved otherwise, it is assumed that the controlling participant (shareholder) implemented for legitimate purposes the mechanism for the additional placement of shares related to an increase in the company’s capitalisation. In the case under consideration, the Russian Supreme Court declared that it had been proved that the additional share issue conducted on non-market conditions had contravened the requirements of effective legislation and resulted in material adverse consequences for the minority shareholders, as the share issue had resulted in a material decrease in the percentage of the votes they held at the general meeting, thereby restricting their right to participate in the management and control of the company’s operations. At the same time, the respondent had filed to substantiate the economic rationale for the increase in the company’s charter capital.
Document: Ruling No. 301-ES26-1201 of the Judicial Panel for Economic Disputes of the Supreme Court of the Russian Federation dated 3 June 2026 in case No. А17-75/2023.
Secondary liability of the controlling person (director and sale participant) of a company struck off from the Unified State Register of Legal Entities for providing information that was false
The failure to submit truthful information on the legal entity in certain circumstances (for example, total relinquishment of control of the legal entity’s operations) may be classified as unreasonable and bad-faith actions, as the controlling persons as participants in entrepreneurial activity must have known that if a record containing false information on a business entity in the register remained there for a specific period of time, the entity would subsequently be removed from the Unified State Register of Legal Entities. The lack of evidence that the controlling person had duly performed its public law duties and adopted measures to delete the record containing false information from the Unified State Register of Legal Entities demonstrates that they had deviated from the standard of reasonable conduct, in the absence of respective explanations. In this instance, the creditor is entitled to file a claim on holding secondarily liable the persons that controlled the debtor’s operations.
Document: Judgment No. F05-4268/2026 of the Commercial Court of Moscow District dated 21 May 2026 in case No. А41-84043/2024.
