A template charter and one remark over dinner
Since 2021 Gleb and Artyom have been installing engineering systems in country houses outside Moscow. Gleb holds 55% and runs sales; Artyom holds 45% and runs production. The story is a composite and the names and figures are invented, but we have conversations like this all the time.
To be honest, nobody had opened the charter since registration: it was taken ready-made from the online service used to set up the company. There is no separate agreement between the partners; everything has rested on a friendship that goes back to their student days.
In spring 2026 a developer appears, ready to take a 25% stake in the capital. Over dinner Artyom learns that Gleb has promised the investor a seat on the management board, and snaps: “If it comes to that, I’ll walk out and take my 45% in cash.” Gleb brings us the charter and asks whether his partner can actually do that.
He can.
Template withdrawal clause: a mine under your own company
The Law on Limited Liability Companies (Federal Law No. 14-FZ) allows a participant to withdraw without the others’ consent only if the charter expressly says so, and template charters often contain exactly that line. The departing partner has the withdrawal notice certified by a notary, the stake passes to the company, and the company, as a general rule, must pay him the actual value of the stake within three months.
Let us do the sums. Net assets are about RUB 260 million, and 45% of that comes to roughly RUB 117 million. There is RUB 40 million in the bank; the rest is tied up in equipment and customer receivables. The only way to pay would be a loan or selling the workshop.
There is a catch for the departing partner too. The value of the stake is calculated from the accounting statements, and for a growing business these rarely show the real price. In spring 2025 the Supreme Court’s Judicial Chamber for Economic Disputes heard a dispute brought by a participant whose 30% stake the company had valued at RUB 1 million. She demanded a further RUB 23 million, while an expert, taking into account debts of around RUB 401 million, put the figure at no more than RUB 30. The Supreme Court sent the case back for retrial (Case No. A40-102166/2023): the payout must reflect the company’s true position, and a single expert opinion is not enough to establish it.
We suggested a different route to the partners: remove the withdrawal right from the charter and move the terms of any parting of ways into a corporate agreement with a clear price formula.
What an LLC corporate agreement can do, and what only the charter can
The LLC Law calls such a document an agreement on the exercise of participants’ rights; Article 67.2 of the Russian Civil Code uses a broader term: corporate agreement. The partners undertake to vote in a coordinated way, to buy or sell a stake at an agreed price or when certain events occur, and not to sell it before a certain point. The list is open. Simple written form is enough: a single document signed by the parties.
The main difference from the charter is publicity. Anyone who orders a register extract can see the charter, whereas the agreement is confidential: the company is merely notified, within 15 days, that it has been concluded. If that is not done, participants who did not sign it may claim damages. There is one exception: if the agreement changes the scope of rights out of proportion to the stakes, this information is entered in the Unified State Register of Legal Entities (USRLE).
The dividing line is the governing bodies. The agreement cannot determine their structure or powers, nor can it oblige the parties to vote as the company’s bodies instruct: such terms are void. A board of directors and a higher quorum can exist only in the charter. On the other hand, the agreement can include an obligation to vote for the necessary amendments to the charter.
Taking a partner’s vote away will not work in either document. Article 32 of the LLC Law declares void any provisions of the charter that restrict a participant’s right to vote. Agreeing how a partner will vote, however, is perfectly possible.
Hence a two-tier structure. The charter contains whatever must apply against everyone, including future participants. The agreement contains what the market has no need to see. Incidentally, the parties themselves will not be able to argue later that the agreement is invalid because it contradicts the charter.
Vetoes and deadlock: what took longest to agree
With 45%, Artyom can already block amendments to the charter, since they need two-thirds of the votes. But the director is appointed by a simple majority unless the charter requires more. Artyom wanted a guarantee that the workshop would not be mortgaged behind his back. Gleb feared that his partner might wreck the investor deal out of sheer principle.
They settled on a short list: loans and pledges over RUB 50 million, transactions involving the workshop, appointing the director and admitting new participants all require unanimity. This is written into the charter, since the law allows it to raise the voting threshold. On everything else Gleb decides alone, but under the agreement he shows his partner the cash flows every month.
Any veto sooner or later produces a deadlock. What if the partners vote differently twice on a matter from the list?
Without an agreement, all that is left is the courts: a claim to expel a partner who substantially hinders the company’s work, or a claim for liquidation if running the business has become impossible.
For Gleb and Artyom, a deadlock first goes for a month to a mediator, chosen back in peacetime. If that does not help, a mechanism kicks in that lawyers call “Russian roulette” (also known as a shotgun clause): one partner names a price for 100% of the company, and the other decides whether to buy the initiator’s stake at that price or sell their own. Overstating the price does not pay and understating it is dangerous, so things rarely get as far as the roulette. The law does not use these names, but Article 67.2 expressly allows an obligation to buy or sell a stake at a set price when certain circumstances arise.
Stake price, options and the notary
Instead of withdrawal under the charter, the partners set down mutual options. If Artyom wants to leave, Gleb has the right to buy his stake at a market valuation of the business by a valuer from an agreed list, and if Gleb declines, Artyom is free to sell it to an outsider. A partner who breaches the agreement, or who sets up a competing firm, has to sell at a 30% discount. For three years after the investor comes in, nobody sells their stake.
The form needs care. A notary does not certify the agreement itself, but a transaction involving a stake must be notarised, otherwise it is invalid. For options, the LLC Law offers a convenient route: the seller has an irrevocable offer certified in advance, and the contract is concluded at the moment the notary certifies the buyer’s acceptance. If the seller drags his feet over the notary, the buyer is entitled to go to court to demand the transfer of the stake.
What makes the agreement hold up in court
If a partner votes contrary to the agreement, the court will not declare that he voted “as promised”. A meeting resolution can be challenged for breach of the agreement only if all the company’s participants were parties to it at the time of the vote, and even then the company’s transactions with third parties based on that resolution do not automatically collapse. A partner’s transaction that circumvents the agreement can be challenged only if the counterparty knew or should have known of the restrictions.
So the agreement relies on money. Does that work? In one well-known case, a shareholders’ agreement tied the penalty to half the market value of the company’s real estate and net assets. The court of first instance awarded around RUB 722.7 million against a shareholder who had voted without his partner’s consent, and in 2017 the Supreme Court declined to review the case (Ruling No. 305-ES17-9088).
A court may reduce a clearly disproportionate penalty, so it is better to link the amount to the real loss. A penalty option, under which the party in breach sells its stake at a discount, bites harder.
Can a party simply walk away from the agreement? In 2016 the Plenum of the Supreme Court explained that a corporate agreement may give any party the right to withdraw from it unilaterally. If that is not wanted, the possibility should be closed off in the text.
In 2024 the Ministry of Economic Development proposed limiting the reduction of such penalties and allowing courts to treat the breaching party’s vote as cast the way it was promised. As of November 2026 these rules are not in the law, so the parties have to rely on the text of the agreement.
The investor, heirs and new participants
The agreement binds only those who have signed it, so any new participant accedes to it before the transaction. For a sale of the company, the partners set down two reciprocal rights. If Gleb finds a buyer for his holding, Artyom can sell alongside him on the same terms (tag-along). And if a buyer wants 100% at a price no lower than the agreed one, Gleb is entitled to require Artyom to sell too (drag-along). These mechanisms do not exist in the law as such; they are built from options.
If one of the partners loses their stake, the agreement as a general rule continues to apply to the others. Whether an heir becomes a party to it, however, is a contested question, so the agreement includes an option to buy the stake from the heirs on the same formula. How to link this to the charter and a will is something we covered in our article on inheriting a business.
Before coming in, the developer carried out due diligence on the company, but was not shown the text of the agreement, only the section on a sale, to which it acceded. How such business due diligence before a deal works is something we have covered separately.
How the story ended
Negotiations and the new version of the charter took about three weeks. The LLC corporate agreement covered:
- a list of matters requiring unanimity and a way out of deadlock;
- mutual options priced on an independent valuation;
- a three-year ban on selling stakes;
- rules for a joint sale to an investor;
- a contractual penalty and the accession of new participants.
The agreement was signed in May, and the investor came in in July.
All of this works while there is no conflict. Once a partner is already moving money out of the company, nobody will sign anything: we explain what to do then in our article on corporate conflict, and the dispute itself is handled by our corporate dispute lawyers. This conversation costs least before the first quarrel. We agree the plan and the cost of the work in writing before we start.
Frequently asked questions
Does an LLC corporate agreement have to be notarised?+
No, a single document signed by the parties is enough. A notary is needed for transactions with stakes made in performance of the agreement, for example under an option.
Is a corporate agreement entered in the Unified State Register of Legal Entities (USRLE)?+
The agreement itself is not; the company must be notified of it within 15 days. Information goes into the USRLE only if the agreement gives participants rights that are out of proportion to their stakes.
Can the agreement set up a board of directors?+
No, the structure of the company’s bodies is set by the charter. But the agreement can oblige the partners to vote for the corresponding changes to the charter.
What happens if a partner votes in breach of the agreement?+
The resolution can be challenged only if all the participants were parties to the agreement. Otherwise, protection rests on contractual penalties, damages and penalty options.
Need an assessment of your situation?+
Send us a request: a corporate lawyer will review your charter and the list of participants and tell you which terms of the agreement to start with.