RUSSIA

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RUSSIAN STRUCTURE

Choose the type of company you are changing board member in

Pursuant to the Russian Law on Limited Liability Companies, a Limited Liability Company (in Russian: «Общество с ограниченной ответственностью») may have one of the following organizational structures:

  1. An Executive Body only (which may be represented by (or the functions may be assigned to):
    1. One or more Sole Executive Bodies (in Russian «Единоличный исполнительный орган»).
    2. One or more Sole Executive Bodies and a Collegial Executive Body in Russian «Коллегиальный исполнительный орган»).
    3. A Manager only (in Russian: «Управляющий»).
    4. A Manager and a Collegial Executive Body.
  2. An Executive Body and a Board of Directors (in Russian: «Наблюдательный совет»).

Please see, respectively, “Sole Executive Body”, “Collegial Executive Body”, “Manager” or “Board of Directors” below for a more in-depth description of each structure, including how to change the respective board members.


For a description of how to change the respective board members, please see the individual steps below.
As all information on how to change board members in Russia on the LCB Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice before actually changing any board members in Russia.

Pursuant to the Russian Law on Joint Stock Companies, a Joint Stock Company (either public or non-public) may have one of the following organizational structures:

  1. An Executive Body only (which may be represented by (or the functions may be assigned to):
    1. One or more Sole Executive Bodies (in Russian «Единоличный исполнительный орган»).
    2. One or more Sole Executive Bodies and a Collegial Executive Body in Russian «Коллегиальный исполнительный орган»).
    3. A Manager only (in Russian: «Управляющий»).
    4. A Manager and a Collegial Executive Body.
  2. An Executive Body and a Board of Directors (in Russian: «Наблюдательный совет»).

Please see, respectively, “Sole Executive Body”, “Collegial Executive Body”, “Manager” or “Board of Directors” below for a more in-depth description of each structure, including how to change the respective board members.


For a description of how to change the respective board members, please see the individual steps below.
As all information on how to change board members in Russia on the LCB Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice before actually changing any board members in Russia.

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Capital Legal Services (CLS) has provided all input about changing board members in Russia.

CLS is a leading Russian full-service law firm, well known on the legal services market since 1999. The firm is focused on providing comprehensive support for global companies investing and developing business in Russia. The firm has an impeccable track-record of successfully implemented projects throughout Russia. The scope of corporate services range from M&A to registration of branches and support of day-to-day activities.

For more information about Capital Legal Services and changing board members in Russia, please contact our Partner directly.