Corporate Agreement as a Way of Establishing the Scope of Powers of Participants of a Non-Public Company

The article examines a corporate agreement as an instrument for limiting the corporate rights of participants in business entities in Russian law. The evolution of legal regulation is considered: from its initial con-solidation in the laws on LLCs and JSCs to its inclusion in Article 67.2 of the Civil Code of the Russian Federation in 2014. The author notes that, despite the liberalization of corporate legislation, the rules on a corporate agreement remain controversial, especially in matters of the admissibility of restrictions on the rights of participants. Particular attention is paid to the problems of law enforcement, including the risks of uncertainty of contractual terms and their potential nullity. The author analyzes current trends in court practice, emphasizing the importance of clarity of word-ing and compliance with legal requirements. The article addresses issues related to the protection of minority share-holders’ and third parties’ rights, as well as the prospects for further development of the corporate agreement insti-tution in the context of the liberalization of corporate legislation. The material is of value for lawyers, corporate managers and researchers interested in current issues of corporate law.