You own a share in an LLC and someone wants to buy it. Law No. ZRU-1137 of 21 April 2026 "On Limited Liability Companies" (in force since 22 July 2026) sets the route. Articles below are from that law.
Do you need a notary?
Usually not. The sale agreement must be in plain written form, unless your charter requires a notary (art. 21(3)). If the form is wrong, or the sale is not registered as the law requires, the agreement is invalid (art. 21(6)). So the first thing to read is your charter, not the law.
The timeline
| Step | When |
|---|---|
| 1. Seller checks the charter: whether a sale to outsiders is banned, and whether consent or a notary is required (art. 21(2), (3), (20), (21)) | Before anything else |
| 2. Seller notifies the other participants and the company in writing, with the price and other terms (art. 21(10)) | This starts the clock |
| 3. Each other participant says whether they want the share, in full or in part (art. 21(10)) | 7 days from the notice |
| 4. If offers exceed the share, it is split among the participants in proportion to their existing shares (art. 21(10)) | After step 3 |
| 5. The company takes its turn, if the charter gives it that right (art. 21(9), (13)) | After the participants |
| 6. Seller is free to sell to an outsider, at the price and on the terms in the notice (art. 21(11)) | One month from the notice, unless the charter or a participants' agreement sets another term |
| 7. Seller and buyer sign the sale agreement (art. 21(3)) | After step 6 |
| 8. The registering body enters the change in the Unified State Register of Business Entities, on the documents (art. 21(4), (5)) | Ownership passes on the entry |
| 9. Seller or buyer notifies the company in writing, with proof of the transfer (art. 21(14)) | The buyer exercises a participant's rights from this notice |
Selling to another participant is simpler: no pre-emption steps and no consent are needed unless the charter says otherwise (art. 21(1)).
What the other participants can do
Every other participant has a pre-emption right over an outsider (art. 21(8)). If nobody uses it in full, the company comes next (art. 21(9)). Article 21(13) ties the company's claim to the charter, so check yours. The notice can go through the company if the charter says so (art. 21(10)).
Rules on buying in a different proportion can be set in the charter at founding, or added later by a unanimous general meeting decision (art. 21(12)).
If the pre-emption right is skipped
The law's remedy is a court claim: a participant, or the company where the charter gives it that right, can go to court within three months of learning about the breach and ask to take over the buyer's rights and obligations (art. 21(13)). Waiving this right in favor of someone else is not allowed. Invalidity is named in the law only for a wrong form or missing registration (art. 21(6)). On our reading, a buyer is safer asking for proof that the notice was given.
When the buyer becomes the owner
Ownership of the share passes when the entry is made in the Unified State Register, confirmed by an extract (art. 21(4)). Toward the company, the buyer exercises a participant's rights from the moment the company is notified in writing with proof of the transfer (art. 21(14)). The buyer takes all the rights and obligations the seller had (art. 21(15)). Another act, PP-268 of 5 September 2025, is cited in some sources; it is not in our legal database, so we have not relied on it.
Special cases
- Share not fully paid for. Until it is fully paid, only the paid part can be sold (art. 21(7)).
- Charter requires consent. The consent of the participants or of the company counts as given if you wrote to them and received no written refusal within 30 days, or within the term in the charter (art. 21(20), (21)).
- Buyer ends up with 50% or more. The new majority owner must offer to buy the minority participants' shares at market value within 15 days (art. 21(23)). The state is exempt.
- One participant. We found no special rule for selling a 100% share. On our reading the pre-emption steps have no one to apply to, but check your charter.
Questions
Can I sell to a third party without the others' consent? Yes, unless the charter bans it (art. 21(2)). But the others must be offered the share first.
What price? The law sets none. The notice must state the price, and an outsider can buy only at that price and on those terms (art. 21(10), (11)).
How long does the pre-emption right last? Seven days to answer, one month in all, unless the charter says otherwise (art. 21(10), (11)).
Do I need a notary? Only if your charter says so (art. 21(3)).
What about tax? We have not covered tax in this article.
What to do next
Start with your charter: it decides whether you need a notary or consent, and sets the timing. Our LLC formation pack includes a charter you can adapt. If the sale is complicated, ask for a consultation. For a buyer's view of the whole deal, see buying a business, and for the wider reform, our guide to the new LLC law.
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