Starting July 15, 2026, amendments to the laws on joint-stock companies and limited liability companies come into effect, establishing a clear list of circumstances for recognizing a board member as resigned. Now the grounds for termination of their powers are legally defined, rather than based solely on court interpretations.
Federal Law No. 237 of July 4, 2026, amends the JSC and LLC laws, specifying specific cases when a board member's powers are automatically terminated. Previously, there was no such list in the laws, and companies had to rely on the position of the Plenum of the Supreme Court. Now the rules have become uniform and mandatory for all.
What Circumstances Are Recognized as Grounds for Resignation
The law establishes that a board member is considered to have resigned from the moment any of the following events occurs:
entry into force of a court ruling declaring the board member partially incapacitated, fully incapacitated, or missing;
receipt by the company of written notice from the board member of early termination of their powers;
death of the board member;
entry into force of a court decision on disqualification or a sentence depriving the person of the right to hold certain positions or engage in certain activities, if it follows from the court act that the citizen cannot serve as a board member.
Upon the occurrence of any of these circumstances, the board member's powers terminate without the need for additional decisions by the general meeting or the board of directors.
What Has Changed for Companies
Previously, the law did not contain an exhaustive list of grounds for terminating a board member's powers, and companies had to rely on general provisions and judicial interpretations. Now the legislator has removed this uncertainty.
The new rules are mandatory for all joint-stock companies and limited liability companies. Companies need to take these norms into account when forming and updating board compositions, as well as when maintaining corporate documentation.
What Businesses Should Do
Review the charter and internal documents for compliance with the new requirements.
Update board regulations to reflect the new grounds for termination of powers.
Ensure timely notification to the board of directors about the occurrence of circumstances specified in the law.
Amend contracts with board members if necessary.
How Acsour Can Help Your Business
Acsour experts are ready to help you adapt to the new requirements:
conduct an audit of corporate documents for compliance with the new rules;
assist in amending the charter and internal regulations;
advise on the application of the new rules in specific situations.
Want to check if your corporate documents comply with the new requirements?
Submit a request — our experts will conduct an audit and help you adapt to the changes.