New preemptive rights rules for LLCs: how corporate governance will change starting 2025

Effective September 1, 2025, amendments to the LLC Law will allow companies to restrict or completely eliminate preemptive rights (first refusal) for share purchases. Here’s what businesses need to know—and how to adapt corporate charters accordingly.

Key changes

✔ Charter flexibility – Companies may specify conditions under which participants lose preemptive rights, such as:

• For all members
• For specific individuals (by name)
• Based on share size or other criteria

✔ Two implementation paths:

• New LLCs: Include terms in the initial charter
• Existing LLCs: Unanimous shareholder approval required

✔ Easier removal of restrictions: ⅔ majority vote suffices (unless charter requires more)

✔ Mandatory notarization: All amendments must be notarized

Why this matters

1. Enhanced control – Block unwanted buyers from acquiring shares
2. Protection against hostile transfers – Prevent unauthorized sales to third parties
3. Faster transactions – No waiting for shareholders to exercise refusal rights

Potential risks

• Shareholder disputes if changes exclude minority interests
• Reduced liquidity if preemptive rights are fully removed

Recommended actions

1. Review charters – Align with new regulations
2. Consult stakeholders – Assess need for restrictions
3. Amend governance docs – Formalize changes before 2025

How Acsour can assist

• Charter audit – Identify optimization opportunities
• Shareholder resolutions – Drafting & notarization support
• EGRUL filings – Full legal compliance
• Corporate strategy – Balancing majority/minority interests

Deadline: September 1, 2025 – Proactive adjustments are critical. Contact us for a governance review.