The participants in an LLC are required to:
- Make contributions to the charter capital as specified in the LLC Law and the LLC foundation documents (or in the decision on the establishment of the LLC, if there is only one participant in the LLC) and within the time periods specified in the LLC Law; and
- Keep confidential all information concerning the activities of the LLC.
Participants in an LLC also have other obligations as provided for by the LLC Law, and may have additional obligations set forth during the establishment of the LLC in the LLC charter, or which are imposed on them at a later time by a decision of the LLC’s General Participants’ Meeting.
The following issues should be considered when imposing additional obligations on participants of an LLC:
- When additional obligations are imposed by the decision of the LLC’s General Participants’ Meeting on all LLC participants, this decision must be made unanimously;
- If additional obligations are imposed by the decision of the LLC General Participants’ Meeting on a particular LLC participant, such decision must be made by a two-thirds majority vote of the total number of votes held by the LLC participants, provided that the LLC participant on whom such additional obligations are imposed voted in favor of such decision or consented to them in writing; and
- Additional obligations imposed on a particular participant(s) in the LLC do not pass to any party acquiring all (or part) of such participant’s ownership interest in case it is transferred.
Source: Doing business in Russia by Baker & McKenzie
