Leaving an LLC starts with the charter
Mikhail owns 30% of a company that has owned a logistics complex in the Moscow region since 2014 and leases it to large distributors. The other 70% belongs to Igor, who is also the general director. The story is a composite, with invented names and figures, but files like this never stop landing on a corporate lawyer’s desk.
The partners fell out over something simple. Igor wants to build a second building on credit; Mikhail has not seen a dividend for three years. With his 30% he cannot push through decisions of his own, but the charter cannot be changed without him: that takes two-thirds of the votes. At the end of 2025 Mikhail says he wants out.
The first thing we ask for in this situation is the latest version of the charter. The right to withdraw is not implied: the charter must grant it expressly. No such clause? It can only be added unanimously, that is, with the vote of the very partner you want to get away from. Since 2020 this right can also be granted not to everyone but to particular participants, or for a limited period.
Mikhail’s charter does have a withdrawal clause, in its 2016 version. Incidentally, this route is closed altogether to a sole participant: the law does not allow a withdrawal that would leave the company with no participants at all.
The notary, the register and the day the stake passes
Withdrawal from an LLC is formalised by a notary, who certifies the withdrawal notice. From then on Igor has no say: within two working days the notary files the application to amend the Unified State Register of Legal Entities (USRLE) with the tax authority, and no later than the next working day sends the company Mikhail’s notice and a copy of what was filed with the inspectorate.
The stake passes to the company on the day the withdrawal entry appears in the register. There is a catch here. Until August 2020 it passed when the company received the notice, and many reference guides still give that date. Yet the date determines which balance sheet the payout is calculated from and when the payment deadline expires.
Mikhail signed his notice at the end of February 2026, and the entry was made on 4 March. From that day he is no longer a participant but someone to whom the company owes money for his stake.
How the actual value of a stake is calculated
When a participant leaves an LLC, the formula is short: the company’s liabilities are subtracted from its assets, and from the remainder a portion proportional to the stake is counted out. The figures are taken from the financial statements for the last reporting period before the day the stake passes.
Which period counts as the last one? If there are no interim statements, the annual one. In June 2024 the Supreme Court corrected the court of first instance on exactly this point: the participant left in December 2020, so the calculation should have been made as at 31 December 2019. Material errors discovered later are still taken into account, even if they were corrected in subsequent statements.
For Mikhail, this is the balance sheet as at 31 December 2025. Assets of RUB 420 million, liabilities of RUB 260 million, net assets of RUB 160 million, his share RUB 48 million. In these figures the warehouse is carried at RUB 150 million, because it was bought in 2014 and has been depreciated for eleven years. Brokers in the area put its price at around RUB 700 million.
The company must pay within three months unless the charter sets a different period or procedure; for Mikhail, that means by 4 June. The money comes from the difference between net assets and the authorised capital, and if that is not enough, the capital is reduced. If there are signs of bankruptcy, the law prohibits payment. In that case, within three months after the payment deadline, the former participant may demand the return of the stake.
Why the price is disputed
A balance sheet is good at showing how much a company has spent and poor at showing what it is worth. Especially when new debts suddenly appear in it shortly before a partner leaves.
That is exactly what happened to Mikhail. In December 2025, RUB 190 million owed to a contractor for the second-building project appeared among the liabilities. The contractor had been registered six months earlier, and its founder is Igor’s cousin.
The Supreme Court considered a very similar case in April 2025 (Ruling No. 305-ES24-23344). A participant with a 30% stake received RUB 1 million on leaving and sought a further RUB 21.35 million. The court-appointed expert valued her stake at RUB 30: among other things, the balance sheet carried a RUB 305 million debt to a firm that the claimant linked to the director. Three courts ruled against her; the Supreme Court’s Economic Disputes Chamber overturned everything. The payout must reflect the company’s real financial position, the formal correctness of the balance sheet is not enough, and once a participant has shown signs that a debt was inflated, it is for the company to prove the debt is real. The position was included in the Supreme Court’s Review of Case Law No. 3 (2025).
It works both ways. In December 2024 (Ruling No. 305-ES24-14865) the Supreme Court sent back for fresh consideration a case in which a participant had been awarded around RUB 43 million. The expert had ignored a hangar fire that occurred before the buyout demand, taken financial assets and debts at book value, and valued the land from listings more than a year old.
Market valuation: what changed in December 2025
Previously, a market price could be obtained only in court, through an expert examination. Federal Law No. 514-FZ of 28 December 2025, which took effect the same day, added paragraph 9 to Article 23 of the LLC Law. If the company or the departing participant disagrees with the balance sheet, either of them may demand that net assets be determined as the difference between the market value of the assets and of the liabilities. The valuer is engaged by the company, the participant or both, unless the charter provides otherwise.
The demand must be made before the payment deadline expires, which for Mikhail is 4 June. No notary is needed, but you should be able to prove the date of receipt. The valuation is made as at the date the stake passed, unless the parties agree on another date. The result is a curious one: the balance sheet is taken as at 31 December, the market as at 4 March.
If the valuation is not ready by the deadline or is objected to, the company pays on the balance-sheet figure, and the parties then settle the difference: the company pays the shortfall or the participant returns the excess. That is what Igor did. In early June he transferred RUB 48 million less tax and commissioned his own valuation, in which the warehouse is worth RUB 520 million and the debt to the contractor stays in place. Mikhail’s valuer put the warehouse at RUB 700 million and left the debt out of the calculation: he found no trace of the second-building project in the documents. By one report Mikhail’s stake is worth about RUB 160 million, by the other RUB 270 million.
What does the law leave unsaid? Who pays the valuer, the deadline for the final settlement, and what to do with two reports that differ by hundreds of millions. That almost certainly means a court-ordered expert examination. The date from which interest under Article 395 of the Russian Civil Code accrues on the additional payment is also still an open question.
Those just starting a business with a partner should know something else too: the charter can now expressly equate the actual value of a stake with its market value. Such a provision can be added unanimously and removed by two-thirds of the votes.
Documents, taxes and what you actually take home
After he left, Mikhail’s requests went unanswered: he was no longer a participant, after all. In October 2025 the Supreme Court (Ruling No. 306-ES25-5519) disagreed with that logic. A former participant’s interest in the documents continues until actual payment, and he is entitled to check the calculation against the general ledgers, trial balances, reconciliation statements, primary documents and contracts.
In the heat of a dispute, taxes are the last thing anyone thinks about. The payout is subject to personal income tax, which the company withholds, and the income can be reduced by documented expenses on the stake. For Mikhail that is the RUB 300,000 he contributed to the authorised capital, so almost the entire sum is taxed, at 13% or 15%.
The exemption for those who have held a stake for more than five years is no longer available on withdrawal: from 2026, Federal Law No. 425-FZ expressly excludes withdrawal from a company from its scope. Mind you, Mikhail would not have qualified even on a sale: the exemption does not apply if Russian real estate makes up more than half of the company’s assets, and here the warehouse is almost the entire company.
Expelling a participant: same calculation, different trigger
Back in the autumn, before the notary, Igor threatened to expel Mikhail for blocking decisions. That is a separate mechanism under Article 67 of the Russian Civil Code: a participant is expelled through the courts if he has caused the company significant harm or otherwise substantially hinders its operation, for example by grossly breaching his duties. Any waiver of this right is void.
A participant is entitled to vote against, and in our experience that alone rarely justifies expulsion: the court needs concrete harm or a paralysed company. The size of the stake offers no protection, though. As far back as its review of case law of 25 December 2019, the Supreme Court noted that the law does not prevent the expulsion even of a participant holding more than half of the capital.
An expelled participant is also paid the actual value of the stake, except that the balance sheet is taken for the last reporting period before the court’s judgment takes effect. A market valuation under the new paragraph 9 is available here too.
When to see a lawyer
Frankly, the best moment comes before the notary. While Mikhail is a participant, he can demand documents, challenge the director’s interested-party transactions and bargain over selling his stake to Igor. Why leaving in the heat of the moment often plays into the other side’s hands is something we covered in our analysis of where defence in a corporate conflict begins.
If the notice has already been filed, everything is counted from two dates: the entry in the USRLE and the end of the payment period, before which the demand for a market valuation must be made. In our corporate disputes practice, work begins with checking the calculation and requesting documents, followed by our own valuation and, if the company digs in its heels, a claim for the additional payment. How a chain of transactions with affiliated persons is challenged can be seen in our asset-stripping case. We agree the plan and the fee in writing before we begin.
Frequently asked questions
Can you leave an LLC if the charter says nothing about it?+
No. The right to withdraw must be expressly granted by the charter, and it can only be added unanimously. Without it, the options are selling the stake or requiring the company to buy it out in the cases listed in Article 23 of the LLC Law.
How long does the company have to pay out the value of the stake?+
Within three months of the day the stake passes to the company, that is, the day the withdrawal is entered in the Unified State Register of Legal Entities, unless the charter sets a different period or procedure.
Can you get the market price for a stake rather than its book value?+
Since 28 December 2025, yes: before the payment deadline expires, the participant or the company may demand that net assets be determined at market value by a valuer. The difference from the book-value amount is then paid on top or returned.
Need an assessment of your situation?+
Leave a request: a corporate disputes lawyer will review the charter, the balance sheet and the company’s calculation and tell you whether it is worth demanding a market valuation, and by what date.