The Ministry of Energy updated the draft on the market value of LLC shares for outgoing co-owners

The initial version of the amendments was prepared in the summer of 2023, the department presented an updated version of the document, writes Kommersant.

Currently, payments to LLC participants who leave the business are determined based on the book value of the net assets of the corresponding company. And at the same time, it is often significantly lower than the market value of the company, the publication notes. Disagreement with the assessment often leads to legal disputes, the number of which should be reduced by the proposed modifications.

The Ministry of Economy finalized the project taking into account the suggestions and comments of the companies, according to the Deputy Minister of Economic Development, Ilya Torosov. According to him, the concept itself has not changed, but the document has been detailed. In particular, according to the new version of the amendments:

• A participant leaving an LLC can submit an application to establish the market value of its share within one month from the date the company is obliged to pay its price;
• The company must ensure that the evaluation is carried out if the outgoing participant bears the costs of the evaluation;
• Payment must be made on the basis of the assessment, in case of disagreement, the owner of the share can go to court;
• The possibility of such an assessment should be offered to creditors, for example, in the case of judicial enforcement of a participant’s share and to other persons to whom the value of the participant’s share is subject to payment.

A wide list of reasons for using the payment of the market value of a share of a company “is justified by the need to maintain a balance and equal consideration of the rights of all participants in legal relations when an LLC is forced to pay the real value of a share,” said Ilya Torosov.

Last spring, the Government Commission for Control of Foreign Investments forced foreigners from “hostile” countries to pay a contribution to the Russian budget of 10% of half the market value of assets in Russia, subject to their sale . If the discount on the value of the assets sold is 90% or more, then a 10% fee will no longer be calculated on half the value of the assets, but on their full value.

In July 2023, the authorities decided to complicate the departure of foreigners from Russian companies and created a list of 10 points that must be met to close a deal.

Among them are restrictions on repurchase options and the obligation of the buyer to place up to 20% of the shares of the PJSC in organized operations.