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About Societies With Limited Liability

Original Language Title: Об обществах с ограниченной ответственностью

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RUSSIAN FEDERATION

FEDERAL LAW

About Societies

with limited liability

Adopted by the State Duma 14 January 1998

Approved Federation Council 28 January 1998

(reed. Federal Act of 11 July 1998 N 96-FZ

Legislation of the Russian Federation, 1998, N 28, st.

3261; Federal Act of 31 December 1998 N 193-FZ-Assembly

Federation Federation, 1999, N 1, st. 2;

Federal Law of 21 March 2002 N 31-FZ - To

Russian Federation Federation, 2002, N 12, st. 1093;

Federal Act of December 29, 2004 N 192-F -Collection

Russian Federation Federation, 2005, N 1, st. 18;

Federal Law of 27 July 2006 N 138-FZ - To

Russian legislation Federation, 2006, N 31, st. 3437;

Federal Act of 18 December 2006 N 231-FZ -Collection

Russian legislation Federation, 2006, N 52, st. 5497;

Federal Act of 29 April 2008 N 58-FZ - To

Russian Federation Federation, 2008, N 18, st. 1941;

Federal Act of 22 December 2008 N 272-FZ - Collection

Russian Federation Federation, 2008, N 52, st. 6227;

Federal Act of 30 December 2008 N 312- Meeting

Federation Federation, 2009, N 1, st. 20;

Federal Law of July 2009 N 205-FZ

Russian Federation Federation, 2009, N 29, st. 3642;

Federal Act of 2 August 2009 N 217-FZ

Russian legislation Federation, 2009, N 31, st. 3923;

Federal Act of 27 December 2009 N 352-FZ - Collection

Russian Federation Federation, 2009, N 52, st. 6428;

Federal Law of 27 July 2010 N 227-FZ- -Collection

Russian Federation Federation, 2010, N 31, st. 4196;

Federal Act of 28 December 2010 d N 401- Meeting

Russian legislation Federation, 2011, N 1, st. 13;

Federal Act of 28 December 2010 d N 409-FZ -Collection

Russian Federation Federation, 2011, N 1, st. 21;

Federal Law of 11 July 2011 N 200-FZ -Collection

Russian Federation Federation, 2011, N 29, st. 4291;

The

Federal Law of July 2011 N 228-FZ- -Collection

Russian Federation Federation, 2011, N 30, st. 4576;

Federal Law from 6 December 2011 N 405-FZ -Collection

Russian Federation Federation, 2011, N 50, st. 7347;

Federal Act of December 29, 2012 N 282-FZ- -Collection

Russian Federation Federation, 2012, N 53, st. 7607;

Federal Law of 23 July d N 210-FZ - Collection

Russian Federation, 2013, N 30, st. 4043;

Federal Act of 21 December 2013 N 379-FZ -Collection

Russian legislation Federation, 2013, N 51, st. 6699;

Federal Law of 5 May 2014 N 129-FZ- -Collection

Russian Federation, 2014, N 19, st. 2334;

Federal Law of March 2015 N 67-FZ - To

Russian legislation Federation, 2015, N 13, st. 1811;

Federal Law of April 6 2015 N 82-FZ - To

Russian legislation Federation, 2015, N 14, st. 2022;

Federal Law of June 2015 N 209-FZ -Collection

Russian Federation legislation, 2015, N 27, st. 4000;

Federal Law of June 2015 N 210-FZ - Collection

Russian Federation Federation, 2015, N 27, st. 4001;

Federal Act of December 29, 2015 N 391-FZ -

Collection

Russian Federation Federation, 2016, 1, st. 11;

Federal Act of December 29, 2015 N 409-FZ -Collection

Laws of the Russian Federation, 2016, No. 1, art. 29)

CHAPTER I. GENERAL PROVISIONS

Article 1: Relationship governed by this Federal

by law

1. The Federal defines in accordance with

Civil Russian Legal position

Limited Liability, Rights and Responsibilities

participants, how to create, reorganize, and eliminate society.

2. The legal position, order of creation,

reorganizing and eliminating limited liability societies

in banking, insurance, private security and investment

activity, and also in agricultural production

products, mortgages agents and societies

is defined by by federal laws. Federal Act of

December 22, 2008 N 272-FZ-Legislative Assembly of the Russian Federation

Federation, 2008, N 52, st. 6227; Federal Act of 21 December

2013 N 379-FZ-Legislative Assembly of the Russian Federation,

2013, N 51, article 6699).

3. Relations with foreign investors

or a group of people that includes a foreign investor, transactions with

shares, parts of the company's charter limited

responsibility that has strategic value for security

Defense and State Security and Control

Foreign Investors or a Group of Foreign Investors

investor, above these societies, are regulated by in

Federal < Implementation

Foreign investments in economic societies

strategic value for

Security of the state " (paragraph 3 introduced by Federal Act of 29

April 2008 N 58-FZ - Collection of Russian legislation

Federation, 2008, N 18, st. 1941).

Article 2: Basic provisions on societies with limited

responsibility

1. The Limited by the (

society) is recognized created by or multiple

business society whose share capital is divided into shares;

community members do not respond to its obligations and carry risk

damages, related to public activities, in value

their shares in the statutory capital of the society.

Members of the public are

shared responsibility for public obligations within

the value of the unpaid part of shares in

capital of the society.

(Item 1 ) Federal Act of 30 December 2008 N

312-FZ-Russian legislation collection, 2009, N 1,

20)

2. The Society has in property of separate property,

expensing on its own balance, can be on its own name

acquire and execute property and personal unproperty

rights, duties, to be plaintiff and defendant in court.

A public can have and rights

civilians

responsibilities, required for of any species

activities are not prohibited by federal laws, if is not

contradicts and activity goals, definitely

Limited Charter of the Society.

Some activities whose enumeration is defined

federal law, a society can only address

special permission (license). If the provisioning conditions

special permission (licenses) implementation of defined

activity request

activity as an exclusive, society during the lifetime

special permission (licenses) right to perform views only

activities, of the special permission (license),

and related activities.

3. Society is considered to be a legal entity since

registration in order, installed

Federal Law on State Registration of Legal Persons.

Society is created without the time limit, if is not

is set by its constitution.

4. Society has the right in to order to open

bank accounts in

bounds.

5. Society has the right to print, stamped and form with

name, native logo, , and registered in

order product and Other Tools

customization. The federal can be

responsibility for society to use printing.

In

society.

(Item 5 in . Federal Act of 6 April 2015 N

82-FZ-Collection of Russian legislation, 2015, N 14,

(2022)

Article 3: The responsibility of society

1. Society is responsible for its obligations to all

property belonging to it.

2. The society is not responding to the obligations of its participants.

3. The insolvency (bankruptcy) of the society by fault

its members or other persons, who have the right to give

mandatory for societies or else have

ability to define its actions, on specified members

or

other faces in the event of insufficient public property,

has a subsidiary responsibility for its obligations.

4. Russian Russian Federation

municipal responsibilities

societies,

Liability of Russian Federation Federation, Actors

Russian Federation and municipalities.

Article 4: Company name and place of society

locations

1. Society must have full and to have reduced

proprietary Russian Society has the right to have

also the full and (or) abbreviation name in

The peoples of the Russian Federation and (or) foreign languages.

The full company name in Russian should

hold full and for " limited

responsibility. " Abbreviated company name of society in

Russian must contain a full or abbreviation name

and < Restricted or

is the abbreviation for the company.

Company name in Russian and in

Peoples Russian Federation can contain

borrowing in Russian transcription or in language transcriptions

Peoples Russian Federation

abbrevs, reflect the organization-legal form of the society (in

Federal Act of 18 December 2006 N 231-FZ-Assembly

Russian legislation, 2006, N 52, article 5497).

Other company's company name

set by Civil Code of the Russian Federation (paragraph

The Federal Act, 2006 N 231-FZ-

Russian legislation collection, 2006, N 52, st.

5497).

2. The location of the company is defined by

state registration. Federal Act of 21 March

2002 g N 31-FZ-Assembly of Russian legislation,

2002, N 12, article 1093).

3. (Paragraph 3 is deleted by the Federal Act of 21 March 2002. N

31-FZ-Russian legislation collection, 2002, N 12,

1093)

Article 5: Branches and social representation

1. can create branches and to open

representation by decision of the general meeting of the company

accepted by at least two thirds of the votes of the total

votes of societies, if the greater number

votes for the decision does not

society.

Create a company branches opening

{ \field

territories

Federal and Federal Federal

laws, and outside the Russian Federation

compliance with of the foreign state,

territories of which branches open

representations, if other does not provide international

Treaties of the Russian Federation.

2. The company's branch is its distinct division,

out-of-place and All

its functions or their part, including the functions of the representation.

3. The company is its standalone

unit, outside of the company

representing the public interest and the protection they protect.

4. The representation of is not

legal entities and operate on the basis of approved by society

clauses. The branch and give property

The

who created them.

Heads of branch offices are assigned

society and acting on the basis of his power of attorney.

Branches and The community

activity on behalf of the society. Responsibility for

branch office and public representation of the branch

their society.

5. Branches and public representation should be specified in

The

single State Register of Legal Persons (ed.) Federal

Law of 29 June 2015 N 209-FZ-Legislative Assembly

Russian Federation, 2015, N 27, est. 4,000).

Article 6: Child and dependent societies

1. can have children and dependent economic

societies with legal territories created

Russian Federation under this Federal Law

and other federal laws, but outside the Russian territory

Federation also in with foreign law

state, on whose territory a child or dependenthas been created

business society, unless otherwise provided by international

Treaties of the Russian Federation.

2. The is recognized by the child, if is another

economic company or the company

membership in its authorized capital, or per inmate

Between By Contract, or other has the option

to determine the decisions made by such a society.

3. The company answers main

economic society (associations).

Primary economic society (camaraderie)

right to give the child to the society,

responds in solidarity with child on transactions, to prisoners

is the last to execute such instructions.

In case of insolvency (bankruptcy) of a child society by

main of the company (partnerships) latest

is responsible for subsidiary properties of subsidiary company

responsibility for its debts.

Members of the child to the right to claim reimbursement

major society (camaraderie) of damages caused by it

child society.

4. Society is recognized as dependent, if the other (dominant,

participating) has more than twenty%

The charter capital of the first society.

A Society that has acquired %

shareholding or more than twenty percent

charter capital of another limited

responsibility, must immediately publish information about

this in the body in

State registration of legal entities.

Article 7. Society

1. Citizens can

faces.

The Federal Law may or is restricted

The participation of certain categories of citizens in societies.

2. State bodies and bodies of local self-government not

has the right to perform societies, if is not set

federal law.

A society can be created by one person, that becomes

is the only participant. Society can then become

society with one participant.

Society may not have in as the only participant

other business society, consisting of one person.

The provisions of this Federal of the law apply to

company with one party in the party

Fed Other and This is not

contradicts the essence of the respective relationship.

3. The number of participants in society should not be more than fifty.

If

this limit, society during the year

must convert to public or in

production cooperative. If in current

society will not be converted and count of the society

will decrease to by the limit,

Elimination of in Order o of the body

State Registration of Legal Persons, or

other public authorities or local governments

which the requirement

federal law.

Article 8: Rights of participants in the community

1. Members of the society are entitled:

participate in in the community in in

Installed by the Federal Law and the Society's Statute (in

Federal Act of 30 December 2008 N 312-FZ-Assembly

Laws of the Russian Federation, 2009, N 1, art. 20;

get information about the public and

his books and other documentation in the installed

statute is in the order (rev. Federal Act of 30 December 2008 N

312-FZ-Russian legislation collection, 2009, N 1,

20);

take part in profit distribution;

to sell or otherwise dispose of its share or

part of the share in of the company

members of this company or other in order

provided for by this Federal Law and the Societies Statute (in

Federal Act of 30 December 2008 N 312-FZ-Assembly

Laws of the Russian Federation, 2009, N 1, art. 20;

quit society by alienating its society, if

such capability is provided by the society's constitution, or require

acquisitions by company in cases provided by

Federal law (under the rule of law). Federal Act of 30 December 2008

g. N 312-FZ-Assembly of Russian legislation, 2009,

N 1, art. 20);

get part of property in

remaining after settlement with creditors, or its value.

Members of the public also have other rights, provided

true Federal Law.

2. In addition to the rights provided for in this Federal Law,

Charter can provide other rights (additional

The

right) of the member (s) of the society. These rights can be

is provided by the constitution of the society at its establishment or provided

participant (members) of the Meeting

societies by all members of

Unanimously.

Additional rights, granted to a particular participant

societies, in parts of parts of share  

The

purchaser of a portion or a portion of the share is not transferred (ed.). Federal

Act of December 30, 2008 N 312-FZ-Legislative Assembly

Russian Federation, 2009, N 1, article 20).

Termination or additional restrictions

granted to all members of society, implemented by decision

general meeting, adopted by all participants

society Unanimously. Terminating or restricting additional

rights, granted to the contributor

on the general meeting

accepted by at least two thirds of the votes of the total

community voices, if, if a member of the public

which rights,

acceptance of such a decision or written consent.

Member of the Society who has additional

rights, may decline from

additional rights, written

society. of the public of the specified notification

Additional rights of a member of the public are terminated.

3. The founders (participants) of the society have the right to conclude a treaty on

exercising the rights of members to whom they commit

exercise their rights in a certain way (or) to abstain

(reject) rights these numbers

vote specific on participants

society, agree to vote with other participants,

sell stake or share part of a given contract price

and (or)

refrain (abandon) from alienation of share or part of to

certain circumstances,

consistent actions, related to the management of society,

creating, activities, reorganizing and eliminating society.

Such a contract is in writing in writing

one of the document, signed by ( 3

Federal Act of 30 December 2008 N 312- Meeting

Russian legislation, 2009, N 1, st. 20; to the red.

Federal Law of July 2009 N 205-FZ

Russian Federation Federation, 2009, N 29, st. 3642;

Federal Law of June 2015 N 210-FZ - Collection

Russian legislation, 2015, 4001).

Contributors to the contract in the paragraph

first of this paragraph, is required to notify the public of the fact that

Opinia no later than 15 days from the day of its conclusion. By Arrangement

sides of such contract notification can be sent to the public

one of its sides. In the of the default

societies, not are parties to the specified treaty,

right to claim damages (paragraph added

Federal Law of June 2015 N 210-FZ -Collection

Russian legislation, 2015, 4001).

4. If the true Federal Law provides for the judicial

protection of the rights of members of the community, such protection can be implemented

arbitral and in order

federal by law ( Federal by law of 29

December 2015 N 409-FZ- Collection of the Russian

Federation, 2016, N 1, st. 29, effective September 1, 2016

years).

Article 9: Obligations of the members of the public

1. The participants of the society are obliged:

pay shares in the company in order, in

dimensions and in terms that are provided by this Federal

law and treaty establishing (in Ed. Federal

law of December 30, 2008 N 312-FZ-Legislative Assembly

Russian Federation, 2009, N 1, article 20;

not share information about public activities, in relation

of which confidentiality requirement

(Ind. Federal Act of 11 July 2011 N 200-FZ-Assembly

Russian legislation, 2011, N 29, article (...) (...)

The public is also responsible for other duties provided for

true Federal Law.

2. In addition to the duties, of this Federal

law, The society can provide other duties

(additional responsibilities) of the community.

These responsibilities can be provided by the public bylaws

his or all members of society by solution

general meeting of accepted by all participants

society is unanimous. Additional of the

defined of the company's is implemented by a common

community meetings, accepted by a majority of at least two

votes from of the total number of voices in the community, in

condition, if a member of the community has

additional duties, voting for this

or written consent.

Additional responsibilities, assigned on

of the community, if it is alienating its share or part of the share

The

purchaser of a portion or a portion of the share is not transferred (ed.). Federal

law of December 30, 2008 N 312-FZ-Legislative Assembly

Russian Federation, 2009, N 1, article 20).

Additional responsibilities can be terminated by

general meeting of accepted by all participants

society is unanimous.

Article 10: Exclusion of a member of society from society

Members of the public, in total are not

less than ten percent of the company's share capital, to the right

require the court to exclude from the contributor's

which roughly violates duties or

(idle) does or

makes it difficult.

CHAPTER II. ESTABLISHMENT OF THE SOCIETY

Article 11. Procedures for the establishment of a society

1. The company is implemented by

Founders or of the founder. Society Solution

is hosted by a meeting of the founders of the society. In institutions

company one the decision of his establishment is accepted by this

The

face alone.

2. societies should be reflected

results of voting by Founding Society and their decisions

Societies about branding

company name, company location, size of the charter

capital of the society, on the adoption of the Charter of the Society or about

society is in effect on s charters

Federation Russian Federation

organ of executive power, election or appointment of organs

society, and also about the creation of an audit commission

or the election of a community auditor, if organs

societies are required in

true federal law (under the rule of law). Federal

June 2015 N 209-FZ - Collection

Federation, 2015, N 27, st. 4,000).

Founding or founder can

approve the public auditor, and in cases where the public

law provides for of the audit requirement

founders or founders must make such a decision.

In the case of the establishment of a society by a single person, the decision to establish

society must define the size of the company's capital,

ordering and timing, , and face value

the parent's percentage.

3. Decisions to establish a society, approve its charter or

o

approved By the Russian Government

Federal Executive Currency Assertion

securities, other things or property rights or other

pecs of rights, contributed by the Society for

{ \cs6\f1\cf6\lang1024}{ \cs6\f1\cf6\lang1024}{ \cs6\f1\cf6\lang1024

}

{ \cs6\f1\cf6\lang1024

The society is unanimous. Federal Law of June 29, 2015.

N 209-FZ-Legislative Assembly of the Russian Federation, 2015, N

27, Text 4,000).

4. The of the Society, Education

audit commission or election of public auditor and approval

auditor majority does not less

of the total number of votes of the founders of the society.

If the public administration

formation of an audit commission or election of an auditor for and

assertion of the company's auditor

The size of each parent

society is not defined, every founder of the society at

has one vote.

5. The founders of the society enter into a written contract

The

of the

order

work together to create society, size of the charter

capital of society, the size and the nominal value of the share of each

founders of the society, as well as size, order and terms of payment for such

share in the share capital of the society.

The community is in The

document of the company.

6. The founders of the society bear the [ [ joint]] responsibility

obligations related to institution and arising prior to its

public registration. The Society is responsible for

liabilities of of the founders of the society, related to its institution,

only if they are subsequently approved by the common meeting

members of the society. This is the amount of public responsibility in

in any case cannot exceed one fifth of the paid prepaid

capital of the society.

7. The community

investors are determined by federal law.

8. Details of the size and of the cost of the share of

of the society unified public

legal matches with

State registration of legal entities. This information

par value of participants in the company's institution

determined based on of the treaty's provisions on the creation of the public

or the sole of the company in the number in

case if these shares are not paid in full and are due

in order and in times, of which Federal

law.

(Article 11) Federal Act of 30 December 2008 N

312-FZ-Russian legislation collection, 2009, N 1,

20)

Article 12: By becoming a society

(name in red. Federal Act of 30 December 2008

N 312-FZ-Russian Federation Law Assembly, 2009, N

1, Art. 20)

1. The constituent instrument of society is tired of society.

Society operates on the basis of approved by its founders

(Members) of the Society's Statute or the Model of the Charter, Approved

Federation Russian Federation

The

organ of the executive branch (further- a model statute). Specified

federal executive authority for three working days

from of the official legal of the law

approved by the Model Statute, is required to send the generic charter to

State Registration of Legal Persons

to place the model statute on an official site of this body.

Regulatory Instrument for Approval of Model Statute enters in

power within the time set by this legal act, but

before fifteen days after

publishing.

About the company's base rules

company in the state

registration of legal persons, in order, installed by

The

Law on State Registration of Legal Persons.

delegate

Government of the Russian Federation

executive in order, paragraph

true of paragraph, , and time,

regulatory legal by an act, with

changes but not earlier than fifteen days after

official public of the legal

act.

(Item 1 in Ed. Federal Act of June 29, 2015. N

209-FZ-Russian Federation Law Collection, 2015,

27, art. 4000)

2. The Charter of the community, approved by the founders of (participants)

societies, must contain (reed. Federal Act of 29 June

2015 N 209-FZ-Legislative Assembly of the Russian Federation,

2015, N 27, art. 4000:

the company's full and abbreviation name;

information about the location of the company;

information about the composition and competences of public authorities, including

about issues that make up the exclusive competence of the general assembly

members of the community, on the order in which organs of society take decisions,

including questions, for unanimous decision

or qualified majority;

information about the size of the company's charter capital;

(Paragraph 6 has expired from the Federal Act

30 December 2008 N 312-FZ-Legislative Assembly of the Russian Federation

Federation, 2009, N 1, article 20

Rights and Responsibilities of Public Members

information about the order and consequences of a public member out of

society, if the right to withdraw from the society is bylaws

{ society

} Federal Act of 30 December 2008 N 312-FZ

-Russian Law Assembly, 2009, N 1, st.

20);

information about the transition order of the share or part of the share in

capital of the society to another person (in the red. Federal Act of 30

December 2008 N 312-FZ- Meeting of Russian legislation

Federation, 2009, N 1, article 20;

about how to store public documents and

providing information society to the public and others

faces;

other information provided by this Federal Law.

By becoming a society can also contain other locations,

inconsistent Federal Federal Law and Other Federal

laws.

2-1. Model Statute should contain information, provided

2 of this

paragraphs 2, third and fifth paragraph

(Paragraph 2-1) was introduced by the Federal Law of June 29, 2015. N 209-FZ-

Russian legislation meeting, 2015, N 27,

4000).

3. requirement of the community of the or of any

concerned person has a duty in reasonable terms

give them an opportunity to read the society's rules,

number with changes, , or notify any interested person

volume, that The society is in effect on the charter

free free

official of the body of the state

registering legal faces. requirement

Society

society. Fee, The Society for Copies, Not

may exceed the cost of their making (in . Federal

law of December 30, 2008 N 312-FZ-Legislative Assembly

Russian Federation, 2009, N 1, st. 20; Federal Act of 29

June 2015 N 209-FZ - Collection

Federation, 2015, N 27, st. 4,000).

4. Changes in by the charter of the company by the founders

societies

members of the community (to the red. Federal Act of 30 December 2008

g. N 312-FZ-Assembly of Russian legislation, 2009,

N 1, st. 20; of the Federal Act of June 29, 2015. N 209-FZ-

Russian legislation meeting, 2015, N 27,

4000).

Changes made in the Society Charter,

founders of (members) of the public, to be public

registering in order,

Federal of the law for the registration of the society. Federal

Act of December 30, 2008 N 312-FZ-Legislative Assembly

Russian Federation, 2009, N 1, st. 20; Federal Act of 29

June 2015 N 209-FZ - Collection of legislation

Federation, 2015, N 27, st. 4,000).

Changes made in the Society Charter,

founders of (members) of a society, take power for third

faces from registration in cases

set by this Federal Law, from the moment of notification

organ, of the state (in )

Fed of the Law of 30 2008 N 312-FZ Meeting

Federation Federation, 2009, N 1, st. 20;

Federal Law of June 2015 N 209-FZ -Meeting

Russian legislation, 2015, 4,000).

Members of the Community based on the Model Statute

right

later will not act on the base of the charter, , and

approve the company's order,

Federal Law, with the information provided in paragraph

2 of this (Paragraph is introduced by Federal Law of June 29

2015 N 209-FZ-Legislative Assembly of the Russian Federation,

2015, N 27, st. 4,000).

The company

approved by the public, right in any

time to make a decision about the society will later

act based on of the Model of the charter. Information about

society acts based on model charter,

organ, implementing state registration of legal entities

in order, by the federal state

Register of legal persons (Paragraph introduced by Federal Law of 29

June 2015 N 209-FZ - Collection of legislation

Federation, 2015, N 27, st. 4,000).

5. ( 5 expired on the basis of the Federal Act)

30 December 2008 N 312-FZ-Legislative Assembly of the Russian Federation

Federation, 2009, N 1, article 20

Article 13: State Registration of Society

Society must be registered in in

State Registration Legal

order, by the federal by the state

registration of legal entities.

CHAPTER III. THE SHUT-OUT OF THE SOCIETY.

SOCIETY

Article 14. The shut-out of the society.

Shares in the Stats of Society

1. The company is of the nominal

the cost of its share.

The size of the society's authorized capital should be less than

ten thousand roubles. Federal Act of 30 December 2008

g. N 312-FZ-Assembly of Russian legislation, 2009,

N1, st. 20).

The size of the company's share capital and nominal cost

The shares of the participants of the society are determined in rubles.

The dummy chocel defines the minimum

property to guarantee the interests of its creditors.

2. Size of the share of the participant in the society in the statutory capital of the society The

in percent or as a fraction. Size of the participant's share

society must match face value

its share and the share capital of society.

The actual cost of the contributor's share corresponds to

part of the company's net assets, proportional to

shares.

3. The company's Charter can be limited to the maximum size

percentage of the participant in the community. The company's Charter can be limited

ability to change the ratio of participants in the community.

may not can >

members of the society. These locations can be provided

Charter of the In

societies, modified and excluded from the society's charter by General Decision

community meetings, accepted by all members of the community

Unanimously.

In the case, if of the society contains constraints

covered by this paragraph, who has acquired a stake in

charter of the company's

and related rules

to the right

vote for general share share

maximum of the share (paragraph was entered

Fed by Law 30 December 2008 2008 N 312-FZ Meeting

Laws of the Russian Federation, 2009, N 1, article 20).

Article 15. Payment of shares in the share capital of the society

1. The share in in the share of can

money, valuable papers, other or

property rights or other available monetary rights.

2. Monetary estimate of property, to pay for shares in

society's equity, approved by the meeting's general

societies by all members

Unanimously.

If the nominal or increase

cost of the company in the share in the company's charter capital,

paid non-cash, is more than 20

000 rubles, to determine the value of this property

an independent evaluator condition, other

The

federal law. Rated or

increase of the company's share cost

paid such non-monetary may not

amount of estimate of the property, defined by

The

appraiser (in the Federal Act of 2 August 2009. N 217-FZ

-Russian Law Assembly, 2009, N 31

3923).

If a share in the share capital of a society is non-monetary

funds members of the community and independent appraiser jointly bear

, with insufficient community property, liability

revaluation

paid for share in the company's share capital in

three years from the public of the community

Tired of Article 19

Federal Law of Change.

which cannot be paid for shares in authorized capital

society.

3.

property before expiration,

passed to society to pay the share, member of society,

property, must provide to the

request for monetary compensation, equal user charge

property on similar times

use of assets. The compensation must

given at a reasonable time since presentation

company request provisioning, if other order

providing a monetary compensation is not set to the general

The

meeting of the company . This solution is shared

Unresponsive Society Meeting

Society for The share of

Property that has terminated premater.

societies by one person's decision about institutions can

different ways and different ways to grant a participant

company compensation for pre-term

Property, to be used by the public to pay a share in

The company's share capital.

If no of the compensation period

percentage or part of the share capital of the society, Proportional

The

unpaid amount of compensation, , is transiting to the company.

This percentage or part of should be implemented by in

order and in time frames

Federal law.

4. Property, By the company

society to pay for its share, in or exceptions

such of the remains in the use of the community in

time to which this property was transferred, unless otherwise

is not provided for by a treaty on the establishment of a society.

(Article 15. Federal Act of 30 December 2008 N

312-FZ-Russian legislation collection, 2009, N 1,

20)

Article 16. Order of payment of shares in authorized capital

Society at His Establishment

(name in red. Federal Act of 30 December 2008

N 312-FZ-Russian Federation Law Assembly, 2009, N

1, Art. 20)

1. Every the founder of the society must pay its full

share in of the company

defined by a contract for the establishment of a society or institution

society by one person's decision to establish the society. This

payments may not can be greater than four months since the state

registration of the company. Each of the of the community

may be paid The price is not lower than its nominal value (in

Federal Act of 5 May 2014 N 129-FZ- -Collection

Laws of the Russian Federation, 2014, No. 19, Article 19 2334).

Not allowed to release the founder of society from duty

pay the share in the company's charter capital. Federal

Act of December 27, 2009 N 352-FZ-Assembly

Russian Federation, 2009, N 52, article 6428).

(Item 1. Federal Act of 30 December 2008 N

312-FZ-Russian legislation collection, 2009, N 1,

20)

2. (Paragraph 2 is no more effective under the Federal Act of 5.

May 2014 N 129-FZ - The Russian Law Assembly

Federation, 2014, N 19, art. 2334)

3. In the share of the share in the statutory capital of the society is incomplete

within the period determined according to paragraph 1 of this

Articles, the unpaid part of the share goes to society. This part

shares must be implemented by society in order and within the time frame

is set by Article 24 of this Federal Law.

recovery of penalty (fine, penalties) for failure to perform the task

payment of shares in the authorized capital of the society.

The share of the society, if not otherwise provided by the statute

societies, grants voting rights only within paid

parts of its share.

(Paragraph 3 was introduced by Federal Act of 30 December 2008 g. N

312-FZ-Russian legislation collection, 2009, N 1,

20)

Article 17. Increase in the charter capital of the society

1. The increase of the share of the capital of the society is allowed only

after full payment.

2. Increase in the authorized capital of the society can be implemented

with community property, and (or) through additional contributions

societies, and (or)

society, due to the contributions of third parties to society.

3. The decision of the general meeting of the Society

to increase charter capital and members of

present of the decision, must be

certified by notarial identity ( 3 )

Fed by Law March 2015 N 67-FZ -Collection

Russian legislation, 2015, 1811).

Article 18. Increase in the charter capital of the society for

his property account

1. The company's capital increase for

property is being implemented by participants

society, by a majority of by at least two thirds of the votes

common votes of if need

more votes for making this decision is not provided

Statutes of the Society.

The company's decision to

community property can only be accepted

accounting of public accounts for the year, preceding the year, in

The

duration of which such a decision has been taken.

2. The amount on which increases the authorized capital of the society

property greater than difference

the net of the Net of the company and the amount of the authorized capital and

The

reserve of the community.

3. If the company's charter capital is increased in accordance with

real article increases nominal

cost of by all members of the public without resizing them

shares.

4. Statement of State Registration of Changes (s)

in a tiring society, approved by the founders (participants) of the society,

due to the increase in of the company's company's capital, must be

signed by the person

Single

The

executive of the company. in the declaration

society requirements of paragraphs 1 and 2 of this article (in

Federal Law of June 29, 2015. N 209-FZ - To

Russian legislation, 2015, 4,000).

This statement and other for

registering changes in -approved

founders of (members) in the relationship with

statutory of the company's capital

cost of participants ' shares should be

organ, implementing state registration of legal entities

within a month from the day of the increase of the Charter

capital of the society at the expense of his property (ed. Federal Law

dated June 29, 2015 N 209-FZ-Legislative Assembly of Russian

Federation, 2015, N 27, st. 4,000).

These changes take effect for third parties since

State registration.

In the case, if the base

bylaws, for of the decision day to increase

charter capital of the society at the expense of its society informs

in organ, State Registration of Legal

persons, in the manner prescribed by the federal law on state

registering legal entities, on increasing the authorized capital, a

also about the change in the nominal cost of the share of the company

(Paragraph ) was introduced by the Federal Act of June 29, 2015. N 209-FZ-

Russian legislation meeting, 2015, N 27,

4000).

(Paragraph 4 was introduced by Federal Act of 30 December 2008 g. N

312-FZ-Russian legislation collection, 2009, N 1,

20)

Article 19. Increase in the charter capital of the society for

account for additional contributors

and third party deposits

1. The general meeting of the members of the society most did not

two thirds of votes from the total number of votes of the public,

if the greater number for of this

solution is not provided for by the Society's statutes, can make a decision about

increase of the company's company's account for

Additional contributions from members of the public. This solution should

be defined the total cost of additional contributions,

specified unified for all community members ratio

cost of additional contributor contribution and sum,

which increases the cost of its share. Specified

set based on that is nominal

the price of of the company can increase by the amount,

equal to or less the cost of its additional contribution.

Each party has the right to make additional contributions

not greater than total additional contributions

proportional size of this contributor's share in the authorized capital

society. Additional contributions can be contributors

company in two months from the day of adoption by the general meeting

members of the solution society specified in the first paragraph of this paragraph

point, if by the society's general meeting

The

members of the community are not set differently.

No later of the date

additional contributions to the general meeting

take

and Societies

approved by the

societies, changes,

related to the increase in the size of the size of the charter capital of of the society. On

this nominal cost for each of the

additional contribution matches

specified in paragraph of the first of this paragraph.

Federal Act of 30 December 2008 N 312- Meeting

Federation Federation, 2009, N 1, st. 20;

Federal Law of June 2015 N 209-FZ -Collection

Russian legislation, 2015, 4,000).

(Paragraph is lost in the Federal Act of 30

December 2008 N 312-FZ- Meeting of Russian legislation

Federation, 2009, N 1, article 20

(Paragraph is lost due to Federal

December 2008 N 312-FZ-Legislative Assembly of Russian

Federation, 2009, N 1, article 20

2. General meeting of the participants of the society can make a decision on

increase of its authorized capital based on the participant's declaration

{ \cs6\f1\cf6\lang1024

}Public{ \cs6\f1\cf6\lang1024

}

of Additional

contribution and (or), if it is not prohibited by the constitution of the society, statements

third person (third-party applications) to accept it in and

contribution. This decision is accepted by all participants

society is unanimous.

In the public address and in a third person's statement

must specify the size and composition of the contribution, order and it

contributing as well as the size of the percentage that a member of the community or third

The

person would want to be in the company's company's capital . In statement

may be specified and other conditions for contributing and joining

society.

Simultaneously with increase of the capital

society based on a member's or statements

members o provide them with additional contributions

must be in the

approved by the founders (members) of the society, changes in connection

with the increase of of the company's capital,

increase of the nominal cost of the percentage of the public or shares

members of the society, who applied for an additional

contribution, , and in need to decide to resize

percentage of members of the community. These decisions are taken by by all

members of the of the public Unanimously. With this face value

the percentage of each member of the company, who submitted

additional contribution, increases by an amount equal to or less

The

cost of its additional contribution (to the red. Federal Act of the Russian Federation

30 December 2008 N 312-FZ-Legislative Assembly of the Russian Federation

Federation, 2009, N 1, st. 20; Federal Act of 29 June 2015

g. N 209-FZ-Assembly of Russian legislation, 2015,

N27, st. 4,000).

Simultaneously with increase of the capital

society on the basis of a third person's declaration or statements of third

to accept it or to make a contribution must be

decisions to accept him or their in society, in

tired society, approved by the founders (members) of the society,

changes due to the increase in of the company's capital

the definition of the nominal value and size of the stake or share of the third

person or third sizing   shares

members of the society. These decisions are made by all participants

society is unanimous. Rated The cost, of the share

every third person who is accepted into society should not be more

the cost of its contribution (to the red. Federal Act of 30 December 2008

g. N 312-FZ-Assembly of Russian legislation, 2009,

N 1, st. 20; of the Federal Act of June 29, 2015. N 209-FZ -

The legislation of the Russian Federation, 2015, N 27, st.

4000).

Contributing Contributing Society and Contributions

third parties must be completed no later than in

six months from the day the general meeting of the members of the community is adopted

provided by this (in Ed. Federal

law of December 30, 2008 N 312-FZ-Legislative Assembly

Russian Federation, 2009, N 1, article 20).

(Paragraph 6 has expired from the Federal Act

30 December 2008 N 312-FZ-Legislative Assembly of the Russian Federation

Federation, 2009, N 1, article 20

2-1. Statement of State Registration of

true article Societies

founders (members) of society, must be signed by face

Single Organ

society. In the statement, in full

additional contributions or deposits

faces. For three years since registration

corresponding changes in in the Society's Society

jointly incurred for insufficient community property

liability in value

uncontributed additional deposits (ed.) Federal Law

29 June 2015 N 209-FZ-Legislative Assembly of Russian

Federation, 2015, N 27, st. 4,000).

The specified and publicdocuments

registering for for this article of changes in relation to

increase the company's of the community, nominal

value of additional contributors to share,

adoption of third Society,

the cost of and the size of their shares, and if necessary with the change

shares

supporting full

additional contributions or deposits third must

represented in , Implementing State Registration

legal entities, for of

Contribu-Contribus Contribus

Assertion

societies according to paragraph 1 of this Article or

additional contributions by community members or third parties to

reasons for their statements.

For third , these changes take effect from the moment they are

State registration.

In the case, if the base

bylaws, within a month from the approval decision

additional contributions

results

compliance with 1 or of this

additional contributions by community members or third parties to

the company

state registration legal in order,

federal state registration law

legal entities, increasing the share capital of society, and

to increase the cost of the share of

additional contributions, on the acceptance of third persons in the society,

to determine the nominal value and for and

need resizing

(Paragraph introduced by Federal Act of June 29, 2015 N 209-FZ

The legislation of the Russian Federation, 2015, N 27, st.

4000).

(Paragraph 2-1 was introduced by Federal Law of 30 December 2008. N

312-FZ-Russian legislation collection, 2009, N 1,

20)

2-2. In the non-compliance paragraph

third paragraph 1, paragraph 5 of paragraph 2 and paragraph 2-1 of this

Articles, increase of the company's capital is recognized

failed (Paragraph 2-2 was introduced by Federal Law 30 December

2008 EN 312-FZ-Assembly of Russian Legislation,

2009, N 1, article 20).

3. If the increase in the authorized capital of the society did not take place,

society has an obligation to return the members of the society to

third individuals who contributed deposits, their contributions,

case of non-return of deposits at specified time also pay %

in order and in terms, Article 395 Civic

Code of the Russian Federation.

Members of the Society and others who have made non-monetary

deposits, society must return their to a reasonable time, in

no return

lost benefit, conditional use

contributed property.

4. By the decision of the general meeting of the community, accepted

Unanimously, all members of society, members of the public in

additional and (or) third persons to account

contributing to the right of money requirements for to the public

(para. 4 by Federal Act of 27 December 2009) N 352-FZ

-Russian Law Assembly, 2009, N 52, stop.

6428).

Article 20. Decrease in the share capital of the society

1. Society to the right, in cases

The federal law has a duty to reduce its statutory capital.

A decrease in the company's capital can be implemented

path of the nominal share in all participants

company in the company's and (or) redemption of the share,

belonging to the community.

Society has the right to reduce its charter capital, if

result of this reduction will be less than Minimal

size of the capital of the specified in

true Federal Law on the date of document submission for

state registration of the changes in in the bylaws

society, approved by the founders (participants) of the society, or on

date of the community, in effect

Charter, documents to make the appropriate changes to a single

public registry of legal cases, if

compliance with Federal The federal

reduce its charter capital, to in state

registration of the society (to the red. Federal Law of June 29, 2015.

N 209-FZ-Legislative Assembly of the Russian Federation, 2015, N

27, Text 4,000).

Decreed in the company's capital by decreasing

nominal costs for all

run with all sizes

society.

2. (Paragraph 2 is no more effective on the basis of the Federal of the law

30 December 2008 N 312-FZ-Legislative Assembly of the Russian Federation

Federation, 2009, N 1, article 20

3. days after

of the company's capital

report this decision to the state

registering legal entities, and twice at once in

month to publish to print body, in which data is published

state registration legal

reduce its authorized capital (to the red. Federal Act of 18

July 2011 N 228-FZ - Collection

Federation, 2011, N 30, article 576.

4. about the decline in the company's share capital

specified:

1) full and abbreviation Society,

society location;

2) the size of the company's share capital and

it decreases;

3) a way, order and

company;

4) description of order of and conditions of declaration by creditors of the society

requirement, of 5 of this of this

address ( location) continuously

company executive, additional addresses for which

may be requirements, and communication methods

company (phone numbers, faxes, e-mail addresses and

other information.)

(Item 4 in . Federal Act of 18 July 2011 N

228-FZ-Russian Federation Law Collection, 2011,

30, article 4576)

5. The company's creditor, if its claim rights occurred before

share notification

company, not later than thirty days from the date of the last

publishing such notification has the right to demand from the public

anticipating early compliance

impossibility of early performance of it

termination and recovery of related with this loss. Due

six

months from of the last drop notification day

charter capital of the society (ed.) Federal Act of 18 July

2011 N 228-FZ-Legislative Assembly of the Russian Federation,

2011, N 30, article 576.

6. The court may refuse to satisfy the requirement specified in

in paragraph 5 of this article, if the public proves that:

1 in of its charter capital

creditors are not violated;

2) provided is sufficient for

properly execute the corresponding commitment.

(Item 6 was introduced by the Federal by the law July 18, 2011). N

228-FZ-Russian Federation Law Collection, 2011,

30, article 4576)

Article 21. Share or share part of a community in

of the company's charter capital to other participants

Societies and Third Persons

1. The transition to a share or part of the share in the share capital of the company

one or multiple members of this society, or third

faces made on the basis of a transaction, in succession

or otherwise legitimately.

2. A member of the public has the right to sell or dispose of the alienation.

otherwise their share or share in the share capital of the society

one or more members of this community. Concurring of Others

members or of the Society to commit such a deal

is required unless otherwise stipulated by the Society's Statute.

Sale or alienation for the share or part of the share in

The company'scharter capital to third parties is allowed with

requirements provided by this Federal Law, if it is

is not prohibited by the public bylaws.

3. The participant of the community can be alienating until it is complete

the payment only in which it is paid.

4. societies use overriding

buying a share or part of a community participant at the price of of the proposal

third or different from the price of a third person

pre-

defined by the price) proportionally to the size of their shares,

if the Society's Statutes do not provide different implementation order

precedence of purchase of a stake or part of a share.

The company's can be preemptive

right buying parts of or parts of

society, or

pre- set price, if other members of the public

did not use their preferred share purchase right or parts

The

of the company . The implementation of by society

preemption of percentage or for in advance

price-specific price is allowed only if, price

a company's purchase of a stake or part of is not below

members of the price society.

The purchase price of a share or part of in the charter capital

set by the company's in a solid monetary sum or

one of the shares

(cost net of the company's assets, book value of assets

society at the last reporting date, net of the company

others). Previously, the purchase price of a stake or part

shares must be for all members of outside

dependencies of from of this share or part of the share in

The company's share capital.

Locations that determine the purchase priority of a stake

or parts in the share capital

company in the price, in the number

resizing this price or the order in which it is defined, can be

provided by the society's constitution at its establishment or when it is introduced

changes in tiled societies by the general meeting

society, by all members of unanimously.

Exception to from in the Society of the Societies

precedence buy or parts of share in the Charter

of the company in advance by the price of the price

on the general meeting

received two-thirds of votes from the total number of participants

society.

The company's Charter can be to

members or Society take precedence

right to purchase not all shares or all of the share in of the Charter

the company's proposed for sale. However, the remaining

or part may be sold to the third   after

partial fulfillment of the specified right by the community or its members

price and on

participants or at a price not less than a predefined pricing rule.

Provisions, installing such capability, can

provided by the society's constitution at its establishment or when it is introduced

changes in tiled societies by the general meeting

society, by all members of unanimously.

Exceptions to the Statutes of the Society are implemented by

decision of the meeting of the public meeting

thirds of the total number of participants in the society.

The company's Charter can

offering a share or a portion of the share capital in the company's

to all

members of a society are disproportionately represented. Locations,

Members

precedence buying parts of or parts of the share in the Charter

of the company's size shares

societies, can be

or when making changes to the weary society by

general meeting of accepted by all participants

society Unanimously. exception of of the

society, adopted by a majority of at least two thirds of

common votes of if need

more votes for making this decision is not provided

Statutes of the Society.

can provide

at the same priority of buying a stake or part of the share

Society

precedence buying parts or share

in advance by the price. Setting

precedence of purchase in the predefined rule

price for an individual member of a society or a single share

or an individual share in the share capital

is allowed.

Assignment of the specified share or share priority assignment

shares in the authorized capital of a society are not permitted.

5. Society , intent to sell its share or part

share in a third party's charter capital is required to inform

written form of this of the remaining members of the

society by direction through society at its expense notarial

certified offer, addressed to these faces

price and other terms of sales. { \field { \field { \cs6\f1\cf6\lang1024 } { \field }

part of the share in the society's share capital is considered to be received by all

members of the public at the time of its receipt by the society. In this

can be accepted by the face

moment of acceptance, also by the society in cases

true Federal Law. An offer is considered unearned if

in not later than the day that it was received by the Society of the Society

has been notified about its revocation. Withdrawal of an offer to sell or

part of only

consent of all members of the society, if is not provided

Statutes of the Society (ed.) Federal Law of March 30, 2015. N

67-FZ-Collection of Russian legislation, 2015, N 13,

1811).

Members of the Society have the right to take precedence

right purchase of share or share in the share capital of the company in

Thirty days from the date of the public offer (in red.

Federal Law of March 2015 N 67-FZ -Collection

Russian legislation, 2015, N 13, 1811).

If the Society's Statute prevails

right buying parts of parts to the right

take advantage of the share or share purchase right

for seven days precedence

buying from members of the Society or Denial of All Members of the Society

advantage of buying or parts

shares of by the acceptance of an offer to the member of the society (to the red.

Federal Law of March 2015 N 67-FZ - To

Russian legislation, 2015, 1811).

Members

precedence buying parts of or parts of the share in the Charter

capital of a society or the use of their rights

Proposed selling or not 

{ { th}{ { \cs6\f1\cf6\lang1024}shares{ \cs6\f1\cf6\lang1024}{}shares

implement overriding purchase of a stake or part of a share in

authorized capital of the society in the relevant part proportionally

shares within the remaining implementation target

their precedence purchase or parts if

The

Charter of the Society is not different.

long lead times

shares or parts of the share capital of the society by its members, and

is also the society itself (the paragraph is introduced by the Federal Act of March 30

)

2015 N 67-FZ-Assembly of Russian Federation Legislation

2015, N 13, st. 1811).

6. Pre-Property Buying Parts in

of the company's capital of the [ [ society]]

provided, preferred ownership by the company or

parts of the community are terminated per day:

a written form

denying from using this priority right in order,

under this item;

expiration of this priority right.

The usage statement from

buy parts or parts

get into society before expiry

precedence, set according to paragraph 5

true article. Society's From to use

rule of purchase of a stake, or

part of the share in of the company

is

statutory term for a member of society, that sent the offer

to sell a stake or part of a stake, a single executive

society, if this issue is not included in the society's statute

jurisdiction of other organ of society.

The signature of on the or

societies to not take advantage of the purchase preference

or parts of in the company's share must

witnessed in notarial order (paragraph entered

Federal Law July 2009 N 205-FZ -Assembly

Laws of the Russian Federation, 2009, N 29, article 3642).

7. if in for thirty days from the date of receipt

offers by society on condition, that more long is not

provided by the Society's Charter, By the Society or Society Not

will take advantage of the share or share percentage in

charter capital, proposed for sale, including

use of precedence

purchase is not a whole share, or not all parts of a share or a Denial of Individual

members of the community and society from the preference buying

fraction of or part of the share in the society's share capital, remaining shares

or part of a share may be sold to a third party at a price that is not

The

below of the offer for the public and its participants in the price, , and

under conditions that has been reported to the public and its members, or

The price, is not lower than in the predefined pricing rule.

case, if a predetermined purchase price of a stake or part of a share

differs from a pre-determined purchase price of a share or

part of the share of the community, share or part of in

the company's capital may be sold to a third party at a price that

or earlier buy parts or parts

society.

8. The share in the authorized capital of the society is transferred to to the heirs

citizens and legal successors of legal entities that were participants

societies,

limited liability. The society can

provided, that the

share in of the company's

inheritors and successors legal s

members of society, transfer of the ownership

destructioned to a legal person, to its founders (participants),

which have a proprietary right to its property or obligations in

relation of this legal person, is accepted only with consent

remaining members of the community. The society can

provided different permission order

societies on share in in the share of the capital

society to

navigation.

Before the heirs of a deceased member of the inheritance society

its share in the authorized capital of a society is managed by in

The procedure provided by the Civil Code of the Russian Federation.

9. the share of or in the share of the share

Society Public Tendering the Rights and Duties of the Participant of Society

or parts of Members

society.

10. In the case, if by the law or

permission requirement

members of the public to change parts of in in the charter

capital of the company the third

received on condition, that all members of the community

thirty days or Other of the charters

getting the or Society's address

society submitted written in written form

consent to alienation or share of a stake based on a transaction or

in

{

}

{ \field

}

{ \field

}

{ \field

}

or within the specified time -generated in

written form for refusing to consent to alienation

or percentage transition.

In the case, if by the company's charter is required

get the public's consent to alienate parts of in

charter capital of society to the public or third parties

such consent is considered to be received by the

alienating or part of the share, for for

thirty days from to or in other

The agreement of the society has been received by the society, which is agreed by the society,

expressed in writing, , or Society did not get denied

permission on alienation of or part of the share, expressed in

written form.

11. A deal, directed to alienation of the stake or part of the share in

charter capital of a society, to be certified by a notarial

one of the document, signed by .

Non-compliance with notarial form causes invalid

this transaction (to the red. Federal Act of 30 March 2015 N 67-FZ

-Russian Law Assembly, 2015, N 13, st.

1811).

Notaries are not required in

migrating a percentage or a portion of a share to a society provided by paragraph 18

this article and article 23, paragraphs 4 to 6, of this Federal

law and in cases of distribution of the share between members of the community and

selling a stake to all or some of the community or third

faces in according to Article 24 of this Federal Law

(Ind. Federal Law of March 30, 2015. N 67-FZ-Assembly

Russian legislation, 2015, 1811).

If a member of the society has an agreement, that installs

commitment to commit to specific

or execution of other

deal, directed to alienation of a stake or part

share in of the company's company is misused from

notarial transaction for alienation of a stake

or some part of the share capital of a society, a purchaser of a share or

part of the share, of the action,

specified contract, may require litigation

is the proportion or proportion of the share in the statutory capital of the society. In this case

arbitration award for transfer of share or part of share in the statute

capital is the reason for public

registration of single public registry of legal

The

faces of the corresponding changes.

A deal aimed at alienation of part of in

company's capital in execution of an option for conclusion

contract can be committed by the of the individual

identity of an Irrevocable Offer (including notary

Identity Agreement conclusion

treaty), Thereafter of the acceptance certificate

(Paragraph is introduced by the Federal Act of December 29, 2015). N 391-FZ-

Russian Federation Law Assembly, 2016, N1, Art. 11).

An irrevocable offer is considered to be accepted from

notarial acceptance certificate. After

acceptance of a notary's acceptance certificate within two working days

from days of the acceptance

to send to the

acceptance of (paragraph introduced by by the law

December 2015 N 391-FZ-Legislative Assembly of Russian

Federations, 2016, N 1, st. 11).

If an irrevocable offer is committed under

or adjective condition, acceptance represents a notary,

attesting acceptance, evidence, confirmation

or advance of the clause (paragraph

The Federal Act 29 December 2015 N 391-FZ-

Russian Federation Law Assembly, 2016, N1, Art. 11).

(Item 11 in . Federal Act of 19 July 2009 N

205-FZ-Legislative Assembly of the Russian Federation Federation, 2009, N

29, Art. 3642)

12. Share or share in the share capital of the society passes

to to acquire the from the date of the appropriate entry in

single public registry of individuals, for exceptions

cases, 7

Federal of the law. unified unified registry

legal about the transition of a share or part of a share in the Charter

capital of the society in cases, requiring the notarial

identity of a deal, directed on alienation of a stake or part

share in the charter of the company's capital

law-fixing documents (in the red. Federal Act of 29

December 2015 N 391-FZ- Russian Law Collection

Federations, 2016, N 1, st. 11).

The share of in charter  Capital

navigation all and the responsibilities of the public member

before committing transactions, on alienation

specified share or percentage in the share capital, or before

other grounds for navigation, except and

responsibilities, of paragraph 2, paragraph 2, respectively

2 Articles 8 and second 2 9 style="mso-spacerun:yes">

Federal of the law. A member of the society that has taken a alienation

of its share or part of the share in the share capital of the society bears before

company responsibility to contribute to property, that has occurred before

making a deal, directed to alienating or

part of the share of in the company's share capital

purchased.

After the notarial deal,

alienating a share or part of a share in the share capital of a society, or in

cases, not requiring the notarial of the time

making appropriate changes to a single state registry

legal faces or parts of a share can be challenged

only justica by suit in arbitration

court.

13. The notary, the author of the transaction,

directed to alienating a share or part of the share capital

society, inspects the authority of the person to dispose of them at the disposal

such or a portion of the share, ,

alienated shares or part of the share paid for (Article 15

true Federal Law).

The authority of the person alienating the share or part of in by the Charter

capital of the society, at their disposal confirmed by documents,

based on which percentage or part of was previously acquired

appropriate person, as well as discharge from single state

legal person registry containing information about person

alienated shares or portions of in the share capital

received by a notary in form on

deals.

(Paragraph 13 in red Federal Act of 30 March N

67-FZ-Collection of Russian legislation, 2015, N 13,

1811)

13-1. Documents, on which the percentage was acquired

or Part in the share of can be  in

:

1) a contract or other transaction according to which a participant

society has acquired a share or a portion of the share if or part of the share

acquired by deal;

2) the single-founder's creation

creating a society with one member of society;

3) Treaty Establishing a Society or The Treaty

a society previously signed on July 1, 2009, creating a society

with several members of the community;

4) inheritance certificate if or part

share inherited by inheritance;

5) court order in cases where the court act is directly

share of the or share of in

authorized capital of the company;

6) logs in the public meeting

shares or parts of increase in the company's charter capital,

Allocation of shares belonging to the community between its members

and otherwise, if a share or part of takes place

directly based on a general meeting of the community.

(Paragraph 13-1 was introduced by the Federal Act of March 30, 2015). N

67-FZ-Collection of Russian legislation, 2015, N 13,

1811)

14. Notary, certifying the disposition of a share or

part of share in the charter of the company's or acceptance

offerty, in two working days from this identity day

if greater by the treaty, in ,

State registration of legal

changes

in

State register of legal entities.

If the

{ }

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}

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}

{

or part of the share capital of a society, such share or

part of a share navigates to a purchaser with for at the same time

collateral or other charges or with

pledge, in the statement of appropriate changes in

State registry of legal entities specified appropriate

encumment:

Declaration forwarded to the state body

registering legal in in the form of the document

enhanced qualified

notarized notary

or part of a share in the share capital of a society.

(Paragraph 14 in red Federal Law of December 29, 2015. N

391-FZ-Assembly of Russian legislation, 2016, No. 1,

11)

15.

notarial transaction for alienation of a stake

or part of the share capital of a society, a notary who has committed

her notarial identity, performs a notarial act

Transmit to the Society, alienation or Part in in

whose capital is being made, copies of the statement provided for

paragraph 14 of this article Federal Act of 19 July

2009 N 205-FZ-Assembly of Russian legislation,

2009, N 29, article 3642).

By agreement the deal

alienation of the or part of in the share capital

society, alienation or of the share in charter capital

being implemented, can be notified of by this from

specified persons who commit the transaction. In this case, the notary shall not bear

responsibility for not notifying the public about the transaction.

16. three days from for permission

members of society, of 8 and 9 of this

Articles, Society and The State

registration of legal entities, must be notified of the transition of

or parts in the share capital of

changes

in

state legal registry of signed

successor to the reorganized legal

society, or by the person's legal legal

society, or owner of the property

institutions, public or unitary

company, descendant or before adoption

legacy executor, or notary, with application

document, supporting for navigation

responsibilities in order of succession or transfer of a stake or part

shares in company's share capital, owned by dissolved

legal to the person, of the founders (participants), having predatory

right to property or obligations in of this

legal entity.

17. If the share or part of in the share of the company's share

has been donated to a person who has no right to alienate it

o   (good faith

transfered), person lost or part to the right

require recognition of these shares or part of in

charter capital of a society with simultaneous deprivation of the right to data

percentage or part of a bona fiend purchaser's share, provided that

data or part

illegal actions of third parties or other than

person who has lost a share or a portion of a share.

In the case of a rejection , or part of in

statutory capital of society, in satisfaction of the claim,

{ \field }

{ \cs6\f1\cf6\lang1024 } { \cs6\f1\cf6\lang1024

}

{ \cs6\f1\cf6\lang1024

}

confers of bona fiend acquired from

notarial of the corresponding of the deal

The

reason for the acquisition of such a portion or a portion of the share. If, if

share or part of share acquired in good faith

public deals, is recognized in good faith

acquired from the time of the corresponding record in

State register of legal entities.

Request for recognition of a person lost or part

shares, the right to share or part of the share, and at the same time the deprivation

right to data portion or part of fair share of good

which provides , can be declared in

three years from the day, when is lost or part

shares, learned, or should have been aware of the violation of their rights.

18. When selling or parts of in the share of

company with infraction the purchase of a share or

part of the share of any participant or participants of the community, or if the statute

company preemption -purchase by society

fraction or percentage of the share, a society within three months of the day when

participant or or the Society recognized or should

were to know this violation, has the right to require in

ordering the rights and obligations of the buyer. Arbitration Method

court, considering the case, provides another

members and, if by the society

pre-emptive buying parts of or parts of

society to be able to join a previously claimed claim, for

what is in the definition of preparing a case for the trial

sets the time limit, in which other members of the community and

society, Federal requirements

law, can join the claimed requirement. Specified

cannot be less than two months.

If the Society's Statute prevails

right to purchase a share or share in the share capital of

pre-defined by the price, to which

right and on the customer's duties, reimbursed costs, incurred

customer in parts of or part of the share in the charter

society's capital, in size, less than the predefined

charter of the purchase price of a stake or part of a share. Court decision on transfer

shares or parts of the society

justification for registrationin

State register of legal entities of the relevant changes.

If or of the share in

authorized capital of the company on other grounds

third

violation of order of Society

society, of this article,

violation of to sell or otherwise dispose of a share or

part of the participant or of the community or to the right

require in the court to pass parts of or

society within three months of the day they learned or should

were aware of this violation. In the case of a share or

part of the company's expenses, incurred by the percentage or

parts of the stake due to its acquisition, reimbursed by a person

alienated a percentage or part of with

order.

The court's decision to transfer a stake or part of a share to a society is

The

state registration of the corresponding change.

Such a share or part of the share in the authorized capital of a society should be

By the Society and within the timeline

Article 24 of this Federal Law.

(Article 21 in red. Federal Act of 30 December 2008 N

312-FZ-Russian legislation collection, 2009, N 1,

20)

Article 22: Bail in the share capital of the society

1. The member of the public is entitled to transfer his/her own pledge.

or a portion of the share in the share capital of a society to another

company or, if it is not prohibited by the constitution of the society, with consent

general meeting for third party members. GeneralSolution

meeting members of permission to bail or

part of the share capital of the society of

societies, accepted by most all

society, if the need for more votes for

such decisions are not provided for in the society's charter. Participant's Voice

society, who will submit the share or part

shares are not taken into account when determining the results of voting.

2. Bail of a Share or Part in in the share of the capital

society is subject to the notarial certification. Non-compliance

notarial of the form of the deal will

invalidation. Bail of the stake or part of the share in the charter capital

society to register in in order,

set paragraph 3 of this article, and occurs with

such state registration. Federal Act of 21

December 2013 N 379-FZ- Russian Law Collection

Federation, 2013, N 51, article 6699).

To notarial a Bail of a Share or Part

shares in company's share capital, except in cases

time of notary of a pledge contract a stake or part of

shares applies rules

13 and 13-1

21

Federal Law (Paragraph introduced by Federal Law from 30 March

2015 g. N 67-FZ-Assembly of Russian Legislation,

2015, N 13, st. 1811).

3. days

contract of the share or in the share in the charter

society's capital, except in cases where if

civil by law or by contract of deposit of a stake or a part

shares in of the company's

notary, certifying the contract, in

State registration of legal

changes

in

State register of legal entities. The statement is sent in

organ, implementing state registration of legal entities

in of the form of the document, signed

qualified by the electronic signature of a notary,

agreement for a share or a portion of the share in the share capital of the society.

If the stake or part of the share in of the share

company in with Civil

agreement to share or part of the share will occur in the future, statement

o changes in public

Registry signs and in ,

State registration of legal

lockdown at no later than days

to fulfill all conditions and all due dates required for

posting bail.

In the RFC

unified

State registry of legal entities must be specified

about the loan holder and the bond contract.

Writing in the Single State Registry

encumbment for or share in in the share of the capital

society is repaid based on the application of the lockout holder or

The

reason for the court's decision that has entered into force.

later style="mso-spacerun:yes"> moments

notarial certification of a pledge of a stake or part of in

charter capital of a notary public

card's identity, notarial action

Transmit to the Society, Share or Share in the Charter-Capital of which

is mortged, copies of this statement. By of the Contract

collateral, share or share of the share in the charter capital of which

lies, may

enclosing contract of . does not

responsibility for non-notification of contract

posting bail.

(Item 3. Federal Act of December 29, 2015 N

391-FZ-Assembly of Russian legislation, 2016, No. 1,

11)

(Article 22 in red. Federal Act of 30 December 2008 N

312-FZ-Russian legislation collection, 2009, N 1,

20)

Article 23. Acquiring a portion of the share or part of a share

in the company's charter capital

(name in red. Federal Act of 30 December 2008

N 312-FZ-Russian Federation Law Assembly, 2009, N

1, Art. 20)

1. Society has no right to acquire shares or parts of a share in its

statutory capital, for exceptions

true Federal by law Federal Act of 30

December 2008 N 312-FZ- Meeting of Russian legislation

Federation, 2009, N 1, article 20).

2. In the case, if the association's charter is a part or of the

shares, of a member of the society, third parties are prohibited and

other community members have declined or

received permission alienation or part of a share

society or third party, provided

such consent is provided for by the Society's Charter,

buy at the request of a member of a company owned by him

or part of a portion.

If you accept the general meeting of the community

o a large transaction or increase in authorized capital

company in with

Federal Law The On Demand

society, who voted against the adoption of of this solution

or not voting, share in authorized capital

The

society that belongs to this member. This requirement should be

mandatory notarial on rules,

Notaries Law for identity

deals, and can face by a member of the public during

forty-five days from the day, when a member of the community recognized or

was to find out about the decision. In the case, if a member of the community

took part in the general meeting of the Society

such a solution, such a requirement can be produced within

forty-five days from the date of its adoption. Federal Act of the Russian Federation

30 March 2015 N 67-FZ-Legislative Assembly of Russian

Federations; 2015, N 13, est. 1811).

For the first and second paragraphs of this

item, within three months of the occurrence of the appropriate

responsibilities, if another term is not provided for by the society's charter, it

is required to pay a valid value to the company's member

shares in the authorized capital of a company based on data

company accounting for last reporting period

pre- day address of the community member with the appropriate

requirement, , or with the agreement of a member of society to give him in kind

property of the same value. Other Terms of Date

fulfillment of specified duty, can be provided by statute

societies by decision of the general assembly of members of society, accepted

all members of the community are unanimous. Exception from

company given locations General

meeting of the company, adopted by two thirds of the votes

total number of votes of the community.

(Item 2 ) Federal Act of 30 December 2008 N

312-FZ-Russian legislation collection, 2009, N 1,

20)

3. (Paragraph 3 is no more effective on the basis of the Federal of the law

30 December 2008 N 312-FZ-Legislative Assembly of the Russian Federation

Federation, 2009, N 1, article 20

4. The percentage of the company of the excluded of from the company

passes to the society. the society must pay

excluded member's real cost ,

which is defined by the company's accounting records for

last reporting period, before

legal

s

consent

excluded member of the public to grant him/her property in kind

the same cost.

5. In the case of if the provided in accordance with paragraphs 8

and 9 of Article 21 of this Federal Law

society to transfer a percentage or part of a percentage not received, percentage or part of

shares to company in day, for

due, by law or by statute

societies to obtain such consent of the public.

The society must pay the deceased

member of the society, legal successors of reorganised legal

- or Contributing Society

legal person - of the company owner of property

liquidated institutions, public or municipal

unitary enterprise - of a company or

acquired share or part in in the company's share capital on

public trading, actual share cost or share

defined based on the public accounting data

over the last reporting period, Participant

society, of the day when reorganizing or liquidating a legal

person, day of purchase of a stake or part of in on public trading,

or with their permission property  such

cost.

(Item 5 ) Federal Act of 30 December 2008 N

312-FZ-Russian legislation collection, 2009, N 1,

20)

6. In the case of societal payments,

true Federal law of the value of the share or

part of the company's share of the creditors part

shares, The cost of has not been honored by others

society members, moves to society, and the rest of the share

distributed among members of a society proportionally

they pay (to the red. The Federal Law of 30 December 2008 N

312-FZ-Russian legislation collection, 2009, N 1,

20).

6-1. of the output of the community from in

compliance with article 26 of this Federal Law is its

passes to the society. The Society is required to pay

society, who filed the out-of-society application, valid

cost of its share in the company's charter capital,

accounting for community accounting for last

reporting period, before

society, , or with the consent of this community

property of the same cost or in the case of incomplete payment

shares in the company's valid value

paid portion of the share.

Society must pay to the public

the value of its share or part of a share in the statutory capital of a society or

give in property of the same value for three

months from the day of the corresponding duty, if different

or order of to pay the actual cost of a stake or part

shares are not provided for in the society charter. Locations,

other or order of Actual Share Cost or

shares, can be

agency,

general meeting, adopted by all participants

society Unanimously. exception of of the

provisions are implemented by participants

society, adopted by by two thirds of the votes of the total number of votes

members of the community.

(Paragraph 6-1 was introduced by Federal Law of 30 December 2008. N

312-FZ-Russian legislation collection, 2009, N 1,

20)

7. Share or part of share goes to society from date:

1) getting by the company of the community

Syndication;

2) Receipt of the Society's Statement of the Society's Exit

of a community, if the user's output of

provided by the Society's Statute;

3 the

share in of the company's share

or providing compensation under Article 15, paragraph 3

true Federal Law;

4) Effective exception

Society of the Society or the Court's Transfer Decisions

or part of a society's share in with

true of the Federal of the law Federal Act of 19

July 2009 N 205-FZ - Collection of the Russian

Federation, 2009, N 29, article 3642);

5) Get from any of the community from the

consent to share in the share in the share of the share

company to the heirs or successors of legal entities,

who were members of the public, or passed such or

part of the percentage of the founders (parties) of the dissolved legal

person-member, owner of assets disposed of

institutions, public or unitary

company entity or person that has acquired a stake

or part of the share of the company's share capital in public tenders;

6) Part Payment by Society for the Actual Cost of or Part

shares, of to the company

are creditors.

(Item 7. Federal Act of 30 December 2008 N

312-FZ-Russian legislation collection, 2009, N 1,

20)

7-1. Documents for State Registration of Relevant

changes must be in body that

state registration of legal persons, within a month with

the day of transition of a share or part of to the community. Specified changes

acquiring third

registration (item 7-1 was introduced by the Federal by law 30 December

2008 EN 312-FZ-Assembly of Russian Legislation,

2009, N 1, article 20).

8. Society is obliged to pay the real value of the share

or parts of the share in the charter capital of a society or to give in kind

property of the same cost within one year from the date of transition

to a share or part of a stake, if a shorter time is not

The

true Federal Law or bylaws of the society.

The actual cost of or part of in

capital of Society is paid to the difference between the cost

net assets of the company and its size of the capital.

case if this difference is not sufficient, society must reduce

its statutory capital for the missing amount.

If the loss of the company's charter capital can result in

volume, that it will be smaller than the minimum size of the charter

of the company's

Federal law, on the date of the state registration of the society,

valid the cost of or part of the share in the share capital

society is paid for between the cost of

of the minimum size of the charter

capital of the society. In this case, the actual cost of the stake or

part of the share in of the company's equity may be paid out

earlier than three months after the base for such

payments. If within a specified period of time society has a duty to

payment of the actual cost of another share or part or

other shares or parts of owned by multiple participants

company, actual cost of such shares or parts

paid by for net assets

society and the specified minimum of the capital

prorata for parts or parts of shares

members of the community.

Society does not have the right to pay a real share cost

or some portion of the share capital of the society, or given in in kind

cost, if

{ \b } { \b } { \b } { \cs6\f1\cf6\lang1024

}

(bankruptcies) in matches with

insolvency (bankruptcy) or as a result of these payments or

property issues in kind will appear in the community.

In cases of paragraphs 2 and 6-1 of this Article,

if in to comply with the requirements of this Federal Law

society has no right to pay the value for

charter capital of the society or the property to be issued in kind

same value, a company based on a written statement in the form,

later than within three months of expiration

maturity date for the percentage of

passed to society, has to restore it as a member of society

and share it with the society's share capital (in

Federal Act of 19 July 2009. N 205-FZ-Assembly

Laws of the Russian Federation, 2009, N 29, article 3642).

(Item 8 in. Federal Act of 30 December 2008 N

312-FZ-Russian legislation collection, 2009, N 1,

20)

Article 24. Percentage belonging to the public

1. Shares, belonging to the public,

voting results on the general meeting

societies, the company's profit, property

society if it is eliminated.

2. Within one year from the bottom of the share or part of the share in

capital of the company's society must be by decision

Meetings

distributed to all

societies proportionally to their shares in the authorized capital

company or offered for all or some

members and (

society, third parties.

3. Distributing parts of to between

societies are only allowed if before or

parts of <

} <

> was

compensation,

3

true Federal Law.

4. Selling The share of or of the share in in

capital of society, also shares of or parts of

society

or

Other

compensation in order and in time is provided by paragraph 3

Article 15 of this Federal Law, is priced,

A

which is not less than the nominal value of a stake or a portion of the share. Sales

shares or parts of purchased by the community in

true Federal number out

society of participants, is implemented at a price not lower than the price,

was paid by by the society in connection with the transition to it or part of

shares, if other

members of the community.

Share or share part of the community, as a result

changes the size of its members, and sales

shares or parts of and other

sold

societies by all members of

Unanimously.

5.

real article or share of the share in the share capital

societies must be repaid, and the size of the company's charter capital

must be reduced to the nominal value of this share

or this portion of the share.

6. Organ State Registration

legal entities, must be informed of the switch

company or of the share in in the company's share of

later than within one month from the day of transition to or

part of by sending an application for appropriate

public registry

document, of the base of transition to a share or

parts. In the event if within the specified or

part will be distributed, sold or repaid,

State registration of legal

notified by the society by

corresponding changes in public registry

legal persons and documents, of the reasons for navigation

society of a fraction or a part of the share, as well as their subsequent distribution,

sale or repayments. Documents for State Registration

provided by this article of changes, and when you sell a share or

part of also documents, supporting payment for a share or part

shares in the charter of the company's capital should

organ, implementing state registration of legal entities

within a month from the date of the decision to distribute or

part of by all members

The

acquires or repays.

These changes take effect for third parties since

their state registration.

(Article 24 in the Federal Act of 30 December 2008 N

312-FZ-Russian legislation collection, 2009, N 1,

20)

Article 25. Collection or part of the share

A member of the public in the company's charter capital

(name in red. Federal Act of 30 December 2008

N 312-FZ-Russian Federation Law Assembly, 2009, N

1, Art. 20)

1. Calling on Recreating Creditors Request

part of of the community in the company

debts of the member of the public is allowed only by solution

court-insufficiency for of another property

The

member of the of the society (to the red. Federal Act of 30 December 2008

g. N 312-FZ-Assembly of Russian legislation, 2009,

N1, st. 20).

Recourse to a recovery or part of a member's share

in the charter capital of society is tolerated out of court

The option for

reprimanded for foreclosed property

(Paragraph is introduced by the Federal Act of December 6, 2011). N 405-FZ-

Russian Law Assembly, 2011, N 50, st.

7347).

2. share of or share

The

part of the society in the company's charter capital on the debt of the participant

Society has the right to pay creditors

value of the portion of the portion of

Federal Act of 30 December 2008 N 312- Meeting

Laws of the Russian Federation, 2009, N 1, article 20).

By the decision of general meeting of the public

all unanimous, real cost

shares or parts of of the contributor's share

reprimanded, can be paid to creditors

societies proportionally to their shares in the authorized capital

societies, if different

provided by the Society's general meeting

members of the community (to the red. Federal Act of 30 December 2008

g. N 312-FZ-Assembly of Russian legislation, 2009,

N1, st. 20).

Valid cost or of the share

company in the of the company's capital is determined by

accounting data Last

period, preceding the requirement date for the company

how to recover a share or part of of the contributor

debts (in . Federal Act of 30 December 2008 N

312-FZ-Russian legislation collection, 2009, N 1,

20).

This paragraph does not apply to the public

one participant (Paragraph was introduced by the Federal Act of December 30

2008 EN 312-FZ-Assembly of Russian Legislation,

2009, N 1, article 20).

3. in

presenting requirement by by society or its members

will pay the actual cost of the entire or part of the share

of the community, , which refers to the collection, address

reprimanded or part of the company's contributor's share

By selling it from public tenders (to the red. Federal Act of

30 December 2008 N 312-FZ-Legislative Assembly of the Russian Federation

Federation, 2009, N 1, article 20).

Article 26. Exiting a Society from Society

1. The member of society has the right to withdraw from society by way of alienation

share of society regardless of

societies, if this provides for the society. Statement

community member to withdraw from the company must be notarial

certified by rules, by

Notaries to verify transactions (ed.) Federal Law

30 March 2015 N 67-FZ-Legislative Assembly of Russian

Federations; 2015, N 13, est. 1811).

The right of a member of the public from can

provided by the society's constitution at its establishment or when it is introduced

changes General Meeting

society, adopted by by all members of society unanimously, if

is not otherwise provided by federal law.

(Item 1 ) Federal Act of 30 December 2008 N

312-FZ-Russian legislation collection, 2009, N 1,

20)

2. The of the company from in the company

which does not have any remaining members, and output

the only member of society is excluded from the society.

Fed of the Law of 30 2008 N 312-FZ Meeting

Laws of the Russian Federation, 2009, N 1, article 20).

3. ( 3 was null and invalid under the Federal Act)

30 December 2008 N 312-FZ-Legislative Assembly of the Russian Federation

Federation, 2009, N 1, article 20

4. The Way Out of the Society does not absolve it from

responsibility before by the contribution in property

society that arose prior to the application for withdrawal from society.

Article 27. Contributions to public property

1. The participants of society are obliged, if this is provided for by the statute

company, by decision of the general meeting of members of of the public to contribute

contributions to public property. This is the duty of the participants in the society

can be provided by the company's constitution at of the [ [ Society]]

or by in by the society of changes to the general solution

community meetings, accepted by all members of the community

Unanimously.

Meet the General Meeting of Contributing Societies

in public property can be accepted by a majority of at least two

% of the total votes of the community, if

need for more votes to make this decision not

is part of the society charter.

2. The property of is contributed by all participants

societies proportionate to their shares in the company's share capital

if different order of size of contributions to public property

is not part of the society charter.

The company's Charter can be maximum

cost of contributions in in the property of by all

specific members

other constraints, related with deposits in

community property. Limitations, related to contributing to

property of the community, for of a particular member

society, if its share or part of the ratio in is alienating

The

purchaser of shares or parts of a portion of the share do not work. Federal

Act of December 30, 2008 N 312-FZ-Legislative Assembly

Russian Federation, 2009, N 1, article 20).

Provisions that set the sizing

deposits in company property can

societies, locations

restrictions, related to contributing to public property

may be provided by by the society's constitution at its establishment or

contributed to the community's meeting

The unanimous decision of all the members of society.

Change and exception of in the Society Charter

resizing

societies are disproportionately represented by members of

also constraints, related in

societies, for all members of

executed by general meeting

accepted by all members of Unanimously. Change and

exception for the rule of the setting

restrictions for a specific community member are implemented

resolution of the general meeting of the majority society

at least two thirds of the votes of count votes

society, under if for

has such restrictions, voted for such a decision

or written consent.

3. Deposits in the property of society are made by money, unless otherwise

provided by the Society's General Meeting

members of the community.

4. The contributions of in resizes

par value of the participants in the society in the charter capital

society.

Article 28. Breakdown of the Company's Profit Between

members of the public

1. Society has the right quarterly, every six months or once a year

receive the distribution of its net profit

members of the society. Part of the profit

society, distributed between members of the community, is accepted

general meeting of members of the community.

2. The Society's Profit, for distribution

between its members, is distributed proportionally to in

The company's share capital.

By the Charter of the Society, when it is established or by statute

company changes by decision of the general meeting of members of the public,

accepted by all members of public can

different distribution of profits between members

society. Change and exception for the Charter of the Society

installing such order, are implemented by the general

community meetings, accepted by all members of the community

Unanimously.

3. The and order of the distributed profit

societies are determined by the society's charter or the general assembly

members of the company's revenue distribution between . Date

paid part of a distributed company benefit is not

sixty days of the decision about the profit distribution

between members of the community. In if of the part

distributed of the company's generalcharter

or

meeting of the community about the distribution of profits between them

defined, is considered to be 60 days since

making the decision about the distribution of profits between members of the public

(Paragraph 3 was introduced by Federal Act of 28 December 2010. N 409-FZ

-Russian Law Assembly, 2011, N 1, st.

21).

4. In the case of a portion of the distributed

profits of a society defined according to paragraph 3

real articles, part distributed is not paid

society participant, he has the right to turn for three years after

specified time with to pay

The

corresponding part for the profit. The society can

provided for longer for

requirement, the specified period cannot exceed five years

days to end the portion of the company's distributed income,

A

defined in accordance with the rules of paragraph 3 of this article.

Time for Part

distributed profit in the company if the specified deadline

is not to be restored, unless the participant

society did not submit this requirement or

threats.

Distributed and

unclaimed participant

composition of undistributed public benefit.

(Item 4 ) Federal Act of December 28, 2010. N

409-FZ-Legislative Assembly of the Russian Federation, 2011, N 1,

21)

Article 29. Limitations on Distribution of Profit of Society

among the members of the public.

Limitations of Benefits of Society

Members

1. Society has no right to decide on the distribution of

profits between members of the community:

to full payment of all the company's charter capital;

before paying the portion of or share

a member of the public in cases provided for by this Federal

the law (under the law). Federal Act of 30 December 2008 N 312-FZ

-Russian Law Assembly, 2009, N 1, st.

20);

if of the societyis responding

signs of insolvency of (bankruptcy) in matches

federal law on (bankruptcy) or if

specified topics will appear in the public as a result of this

solutions;

if of the value of

company assets less than its charter capital and of the fund's reserve

or will be smaller than their size as a result of making this decision;

in other cases provided for by federal laws.

2. Society has no right to pay participants profit,

decision to distribute among members of society:

if payment meets the signs

insolvency (bankruptcies) in matches with

insolvency (bankruptcy) or if

topics will appear in society as a result of payment;

if repaid Society's assets

less than its authorized capital and reserve fund or will become less

their size as a result of payment;

in other cases provided for by federal laws.

society is obliged to pay the company's members a profit, the

The

distribution of which is accepted by the participants of the society.

Article 30. Foundations and net assets of society

1. The can create Reserve and other funds in

order and in size, which are set by the society's statutes.

2. Value of net assets of the public (excluding credit lines

organizations) are defined by accounting data in order of

installed by the Government

The

federal executive authority.

For a credit organization instead of the net assets

(capital)

(capital)

specified in the order established by the Central Bank of the Russian

Federation.

Society must provide any to the person

access to information about the value of its net assets, defined in

compliance with this article, in the order of the paragraph

Article 50 of this Federal Law.

3. The company's annual report should contain a section about

net assets of the company that specifies:

1) metrics for changes in cost

pure assets and the company's charter capital

financial years, including or, if

society exists less than three years, every

fiscal year;

2) results of analysis of causes and factors that

Single of the Society, Board of Directors

( tip) (in in the community

specified advice), resulted in that the value of the net assets

society is less than its authorized capital;

3) List of Costing Assets

society to match the size of its authorized capital.

4. If the value of the company's net assets remains less than

charter capital at the end of the financial

second fiscal year or every subsequent fiscal year, by

leaving the company's net cost is

less than its authorized capital, society no later than six

months after the end of the appropriate financial of the year

take one of the following solutions:

1) to reduce the size of the company's share capital to

exceeding the value of its net assets;

2) on the elimination of society.

(Article 30 Ed. Federal Act of 18 July 2011 N

228-FZ-Russian Federation Law Collection, 2011,

30, article 4576)

Article 31. Placement of Bond Society

1. Society has the right to post and other emissions

valuable paper in the order, of the security legislation

papers.

2. Issued by society after full payment

its authorized capital.

(Paragraph 2 has expired from the Federal Act

December 29, 2012 N 282-FZ-Legislative Assembly of Russian

Federation, 2012, N 53, art. 7607)

(Item 2 in Federal Act of 27 July 2006 N

138-FZ-Legislative Assembly of the Russian Federation Federation, 2006, N

31, art 3437)

3. (Paragraph 3 is no more effective on the basis of the Federal of the law

27 July 2006 N 138-FZ-Legislative Assembly of Russian

Federations, 2006, N 31, art 3437)

CHAPTER III-1. LIST OF PARTICIPANTS OF PARTICIPANTS

(Chapter III-1 was introduced by Federal Law of 30 December 2008 g. N

312-FZ-Russian legislation collection, 2009, N 1,

20)

Article 31-1. Maintenance of the list of participants in the society

1. The list of the company

about each contributor, the size of its share in the charter

capital size   Share,

societies, dates to the society or

acquisitions by society.

Society must provide and to keep

societies matches

Federal Act since the state registration of the society.

2. Person Implementing Single Executive

The

organ of the society, if the other body is not provided for by the statute of the society,

ensures that

owned shares or in in the share of

societies, o or parts of parts of the public

details, in the public unified

legal entities, and notarized transactions on navigation

shares of in the company's

society.

3. Each is required to inform the public in a timely

society to change to or Name,

residence or location

his shares in the of the company's capital. In

Failure Change Information Society

information about yourself is not responsible for any in

links to this loss.

4.

corresponding information is not available to the public to reference

mismatched

mismatches

details, in the public registry

legal entities, in relation to third persons

is only based on the information specified in the list of members of the public.

5.

details, given in list of societies, information

public list of legal s

right or part in the share of the capital  Society

installs in

State registry of legal entities.

ownership or share,

contained in public legal registry

right or part of a stake is established by contract

or some other confirmation from the founder or of the participant

right to share or part of the document's share (in the document). Federal Law

dated July 19, 2009 N 205-FZ-Law Assembly of the Russian Federation

Federation, 2009, N 29, article 3642).

(Article 31-1 was introduced by Federal Law of 30 December 2008.

N 312-FZ-Russian Federation Law Assembly, 2009, N

1, Art. 20)

CHAPTER IV. PUBLIC ADMINISTRATION

Article 32. Organs of Society

1. The general assembly of is the general assembly of the participants

society. The general meeting of the members of the public can be regular

or extraordinary.

All members of have permission to be present

meeting societies, take part in discussion

issues on the agenda and voting in decision-making.

The Societies Societies

restricting specified societies, small (in

Federal Act of 30 December 2008 N 312-FZ-Assembly

Laws of the Russian Federation, 2009, N 1, article 20).

Each party has at the general meeting

company number votes, proportional in in

capital of society, for exceptions

true Federal Law.

By the Charter of the Society, when it is established or by statute

society of changes by decision of the general meeting of members of the public

accepted by all members of public can

other members voting

society. Change and exception for the Charter of the Society

setting this order to General

community meetings, accepted by all members of the community

Unanimously.

2. The society can be educated

board of directors (supervisory board) of the society.

(Paragraph 2 has expired from the Federal Act

30 December 2008 N 312-FZ-Legislative Assembly of the Russian Federation

Federation, 2009, N 1, article 20

(Paragraph third expired by Federal Act

30 December 2008 N 312-FZ-Legislative Assembly of the Russian Federation

Federation, 2009, N 1, article 20

Order of Education

and of

(supervisory board) of the community Order of termination

(tip board members

company and the chairperson

The society's constitution defines the

(supervisory board) of the society.

Members of the public executive body cannot

make more one members

The

(Supervisory ) of the company. Face,

single of the body of the can

(observatory

advice) of the community.

By solution of the general meeting of the members of the board

directors (supervisory board)

of their duties can be paid for and (or)

reimbursed expenses, related

responsibilities. Rewards and compensation

is decided by the general meeting of the members of the community.

2-1. The Competence of the Board of Directors

(tip )

company is defined by by the society's constitution in accordance with the present

Federal law. The Charter of the society may provide that

of the board of directors (supervisory board)

are:

1) defining the main areas of activity of the community;

2) Education and early

termination of their authority, and passing Transfer

powers Single of the

business organization or sole proprientrepreneor (hereinafter

control), approval of such contract manager and terms with

;

3) fixing the compensation and monetary compensation

single executive organ of the society, members of the peer group

executive, managing;

4) Decision on Public Participation in Associations and Other

Business Organization joins;

5) appointment of an audit audit, auditor

fixing the payment for its services;

6 approve or documents

organization of community activities (internal documents of society);

7) Create branch offices and open representative offices;

8)

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interest, in cases of Article 45

true Federal Law;

9) addressing the major deals in

Article 46 of this Federal Law;

10)

questions, related with preparation, reconvening

general meeting of members of the community;

11 other Federal

questions, questions in the public bylaws and not

common meeting

The

executive organ of the society.

(Paragraph 2-1 was introduced by Federal Law of 30 December 2008. N

312-FZ-Russian legislation collection, 2009, N 1,

20)

2-2. In the case of training-related issues

convening and holding a public meeting of the community, including

Charter to the Board of Directors (observatory)

board of the company, the executive organ of the society acquires

require an early general general meeting

society ( 2-2 is introduced by Federal Act of 30 December 2008

g. N 312-FZ-Assembly of Russian legislation, 2009,

N1, st. 20).

3. Members of the Board of Directors (Supervisory Board) of the Society,

person

societies, and members of the collegie-executive organ of society,

non- members of the society can participate in in general

Meeting of the members of the public with the right of deliberative voice.

4. Leadership of the current society activity

one-person by the organ or alone

executive and public

The

organ of the society. The executive organs of the society are accountable to the general

Meeting of the Society and Board of Directors (observatory

The

advice) of the community.

5. Passing

Director

(supervisory board) of the community member of

company's executive body is different others

board members (Supervisory Board), Other

members of the public executive

is allowed.

6. The society can be educated

The

audit (election of the auditor of the auditor) of the society. In Societies

More Participants, Education

The

commission (election of the auditor) of society is mandatory. Member

audit committee (auditor) may also be a person, not

is a member of the community.

The audit of the board (auditor of the community, if is

provided by the society, can implement an approved

common meeting auditor bound

property with the community, members of the board of directors

(Supervisory Board) of the Society, with the functioner

Single of the Members

Members

collegier community

society.

Members of the audit commission (the auditor)

be members of (Supervisory Board)

person

societies and members of the collective executive body of society.

Article 33. Competence of the General Assembly of the Members of the Society

1. The general meeting of the community

Federal law.

2. The scope of the general meeting of the participants of the society is

(Ind. The Federal Act of 30 December 2008 2008 N 312-FZ

Russian Law Collection, 2009, N 1, Art. 20):

1) Definition of The main areas of activity of the society,

also associations and others

Business Organization joins;

2) Approve the Society Charter, Modify it or

Assertion of the society in the new edition, to make a decision about

volume, that society is in the future based on

bylaws, or the that society will no later operate

based on model charter, resizing of authorized capital

society, the name of the society, the place of the society (in the red.

Federal Law of June 2015 N 209-FZ -Collection

Laws of the Russian Federation, 2015, N 27, art. 4000);

3) (Subparagraph 3 has ceased to be valid under Federal Law

from 30 December 2008 N 312-FZ - Legislation

Russian Federation, 2009, N 1, article 20

4) Education for the executive of the society early

termination of authority, take a decision about transfer

powers Single of the

control, assertion of such control and contract terms with

, if the society's rules do not include the issues in question

competence of the board of directors (supervisory board) of the society (in

Federal Act of 30 December 2008 N 312-FZ-Assembly

Laws of the Russian Federation, 2009, N 1, art. 20;

5) election and premature

Commission (Auditor) of the Society;

6) annual reports

balances;

7) Accept the Net Profit Distribution

;

8) Approve Internal

Community Activity (Society Ins);

9) Accept the

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emission securities;

10) appointment audit audit approval,

how to pay for its services;

11) Decision on community reorganization or liquidation;

12) destination for the and approval

liquidating balances;

13 Other

Federal by law or by the company Federal

Act of 19 July 2009 N 205-FZ - Collection

Russian Federation, 2009, N 29, article 3642).

The subitems 2, 5- 7, 11 and 12 of this

questions, matches

true Federal Law for the exclusive of the

general

Meeting of members of society cannot be considered by statute

society to the competence of other organs of the society (in ed.

Federal Law of July 2009 N 205-FZ -Assembly

Laws of the Russian Federation, 2009, N 29, article 3642).

Article 34. Another general meeting of members of the public

Another common meeting

deadlines, defined by the society, but at least once in

year. Another general meeting of the community

The

executive organ of the society.

The Charter of Society must be defined

regular meeting of members

approves the company's annual activities. Specified

general public meeting should not be earlier than

two months and four after

The

end of the fiscal year.

Article 35. Extraordinary general meeting of members of the public

1. The Extraordinary General Meeting of the Participants of Society is held

in cases defined by by the society, and any other

cases, if such a general meeting requires

society and its members.

2. The Extraordinary General Meeting of the Participants of the Society is convened The

executive of the society on its initiative, on demand

Board of Directors (Board Review ) of the Society Audit

commission (auditor) of the Society

society, with at least one tenth of

total number of votes of the community.

The company's executive body is obligated to five days

dates for of the general requirement

meeting members of

accept general meeting

community members or denial in of the . Solution

failing in general general meeting

society can be adopted by executive organ of society only

if:

if not followed by the current by law

order of the requirement for an extraordinary general requirement

members of the community;

if from from questions for the include  in

agenda for extraordinary general meeting of members of the community, not

federal laws.

If one or more questions are proposed for inclusion in

agenda for extraordinary general meeting of members of the community, not

refers to to the general meeting of members of the public or not

complies with federal laws, data not

The

is included in the agenda.

Society's Executive Body has no right to modify in

questions for inclusion in the agenda

extraordinary public meeting and change

proposed form of the general meeting of the meeting

members of the community.

In addition to items proposed for inclusion in the agenda

Extraordinary General Meeting of Societies,

The initiative has the right to include

additional questions.

3. In the case of a decision to hold an extraordinary general

general meeting must be

held not later than forty-five days from receipt of requirement

it will be held.

4. In if in

Federal

early public collection

his holding, general general meeting

members can be convened by or

requires it to be conducted.

In this the

provide the specified authorities or individuals with a list of members of the public

with their addresses.

Costs for preparation, convening and for the general

meetings can be refunded by General Meeting of Participants

society at the expense of the society.

Article 36. Order of convening a general meeting of members of the public

1. The or of the general meeting

societies, are required not later than thirty days before it is held

notify of this of each person in the community by registered mail

address specified in the public member list, or otherwise

The

constitution of the society.

2. The notification must specify the time and place of the

general meeting of members of the public, and the proposed agenda

days.

Any member of the public has the right to make suggestions for inclusion

in the agenda of the general meeting of societies

questions later fifteen days before it was held.

Additional questions, for

refers to to the general meeting of members of the public or not

conform to Federal requirements, included in

agenda of the general meeting of the participants of the community.

The body or persons that create the general assembly of the public

cannot change the wording of additional questions,

proposed for inclusion in the meeting's meeting

members of the community.

In the case, if

in

original of the meeting of the public meeting

makes changes, body or the meeting

societies, are required to do not later than ten days before

notify all members of

Agenda changes in the way is specified in paragraph 1 of this

articles.

3. and information

members of the public

general meeting

societies, include the annual report of the society, the audit opinion

commission (auditor) auditor

annual reports and annual accounts of the society, details

about (candidates) (candidates)

Directors (Supervisory Board) and Audit Commission

(auditors) of the community, changes in and additions to

tired of the society, or project's

internal societies, and other information

(materials), provided by the society's charter. Federal

law of December 30, 2008 N 312-FZ-Legislative Assembly

Russian Federation, 2009, N 1, article 20).

If the reorder

Information and content is not provided by the society, body

or persons who create the general meeting of the community, are required

submit and content together with

public meeting

and content

is sent with a notification of such a change.

These information and materials for 30 days to

general Meeting Meeting

provided to all members of the community for indoor awareness

The

executive of the company. Sorority required

a member of society to provide copies of given documents.

Society charged for providing copy data cannot

is higher than the cost of manufacturing them.

4. societies can be provided shorter

time frames specified in this article.

5. In the event of a violation of the present article, order

convening a general meeting of the general meeting

will be recognized if all all

society.

Article 37. How to Conduct a General Meeting of Members

societies

1. The general community meeting is in order,

The

established by this Federal Law, the Statute of the Society and its

internal documents. In parts, not resolved by this

Federal Law, by Charter of the Society and Internal

society, order of the general meeting of members of the public

The

is installed by a general meeting of the members of the community.

2. Before the general meeting of the community

The registration of the arrived members of the community is carried out.

Members of the public have the right to participate in the general meeting

or through their representatives. Representatives of the Community

must produce documents, appropriate

authority. The trust, of delegate

societies, must contain information

representative (name or name, location or location

locations, s data), to be in accordance with

Requirements for 5 5 The Civil Code

Russian Federation or Certified notary.

Unregistered Community (Representative

The

member of the society) is not entitled to vote.

3. The general meeting of the community is opened in

in general meeting of the members of the public

time or, if all members of the society are already registered, previously.

4. The meeting of the community opens the person

Single Organ

company, , or by the person who heads the [ [ executive board]]

The

of the community. The public meeting of the company

Council of the Board of Directors (Supervisory Board)

commission (auditor), auditor or members of the public

opening Chairman of the Board of Directors

society, Chairman of the Audit Commission (auditor) of the Society

auditor or one from the members of the public who convened this common

meeting.

5. Person, opening general meeting of the community

holds the election of the chair of the public.

If by the society no other voting

question of electing the presidency of each general

members one one

specified question is accepted by a majority of the total number

votes of members of the permission to vote on this

general meeting.

6. The executive body of the society organizes the protocol

general meeting of members of the community.

The Protocols of all public meetings are sewn

in a log book that should be provided in any time

any contributor for the public awareness. requirement

societies are issued from from

Certified by the executive body of the community.

No later days

protocol of the general meeting of public members of the executive body

community or other logging

must send public

society for all members of society in order, for

message about general meeting of members of the public (paragraph

introduced by Federal Law from 30 December 2008 N 312-FZ

Russian Federation Law Assembly, 2009, N 1, Art. 20).

7. General assembly of the participants of the community has the right to make decisions

only on the agenda items, reported to the public in

matches paragraphs 1 and 2 36 Fed

law, for exceptions if in this general meeting

all members of the community are involved.

8. in 2

Article 33 of this Federal Law, as well as on other issues

defined by the company societies, are accepted by most

two thirds of the number of popular members

if greater votes for to accept this

solution is not provided by this Federal Law or statute

society.

Decisions on questions in paragraph 2, paragraph 2, of the article

33 of this Federal Law, is accepted by all participants

The society is unanimous. Federal Act of 30 December 2008

g. N 312-FZ-Assembly of Russian legislation, 2009,

N1, st. 20).

The remaining decisions are taken by by most votes from the general

votes of members of the public if the need for more

number of votes to make such decisions is not real

The

Federal Act or the Statutes of the Society.

9. The community can be to perform

cumulative voting on Councillations

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}

executive body of the society and/or members of the audit commission

society.

On a Cumulative vote, votes of

every member of the public is multiplied by the number of people to

to be elected to a public body, and a member of the society to the right

received number for one

candidate or distribution of between two and more than candidates.

Favorites candidates, who received the highest number

votes.

10. The Meeting of The Meeting of the Society

open voting, if other order of

is part of the society charter.

Article 38. Meeting of the General Assembly of the Members of the Society,

taken by distance

voting (wake up)

1. The general meeting of the community can

accepted without meeting (shared presence

to discuss agenda and decision making

questions, put to the vote) by mural

voting (wake path). voting can be

hosted by by by mail,

telegraphic, teletype, telephone, electronic, or other connection,

providing the authenticity of messages passed and received

and their documentation.

Solution of the meeting on

specified in article 33 (2) (6) of this Federal

law cannot be passed by absent-voting

(Interrogation).

2. When making a decision by the meeting of the community

voting ( ( path)

Paragraphs 2, 3, 4, 5 and 7 of Article 37 of this Federal

law, and also in Article 36, paragraphs 1, 2 and 3

Federal Act within the time frame stipulated by them.

3. The voting order is defined

internal of the society document

binding to all members of proposed

agenda, opportunity to familiarize everyone in the community before

begin voting with all necessary information and materials,

ability to contribute on the agenda

additional questions, binding message to all participants

societies before voting on the revised of the day,

expiration date of the voting procedure.

Article 39. Decision-making on Issues Related to the

to the General Meeting of Participants

societies, the only member of society

In a society, , of one of the participant,

questions, related to the general meeting

societies are accepted as the sole participant in the society alone and

is recorded in writing. In so doing, the provisions of articles 34, 35, 36, 37, 38

and 43 of this Federal Law do not apply, except

provisions, regarding the meeting time of the annual meeting

members of the community.

Article 40. Single Executive Body of the Society

1. Sole Society (General

director, president, and others) elected by the general meeting

company for time, defined by by the society, if the statute

society to address these issues does not qualify for the of the board

(board of the board) of the company. Single

the company's executive body may also be elected not of thenumber

its members.

Contract between and by the

single of the company of the sign

company name by the person of the general meeting

members of the company who has been elected

Single of the Societies, , or

member of the public delegate to the general meeting

members of the public, or if these issues qualify as

(Supervisory Board)

CompetCompeters

Chairman of the Board of Directors (Supervisory of the Board)

or By someone by the Director

The

(Supervisory Board) of the Society.

(Item 1 ) Federal Act of 30 December 2008 N

312-FZ-Russian legislation collection, 2009, N 1,

20)

2. The executive of the public body

can only be a physical face, for

The

Article 42 of this Federal Law.

3. Single executive body of society:

1) without Power of attorney acting on behalf of society, including

represents its interests and makes deals;

2) produces representations on behalf

society, including power of attorney with right of trust;

3) publishes s

s

societies, on their transfer and dismissal, applies incentives and

imposes disciplinary penalties;

4) performs other authority,

Federal by law or by the society

Community Meetings, Board (observatory

A society and a collegiial executive body of the society.

4. Order of the Single Organ

society and the adoption of is established by the society's charter,

internal documents, and contract, prisoners

between by the company and the person performing the function of his sole

The

executive body.

Article 41. Collegial executive body of the Society

1. If the Society's Statute provides for education, along with

The

single executive organ of the community

executive of the (Management, Directorate, and others)

such the general meeting

the number and for the duration, , which are defined by the charter of the society. Charter

community can be provided for allocation education

and societies

collegier

termination

(Supervisory Board) of the Society (ed.) Federal Act of 30

December 2008 N 312-FZ- Meeting of Russian legislation

Federation, 2009, N 1, article 20).

A member of the executive of the body can

be only a physical person that may not be a participant

society.

The collegiality executive performs

The

authority that is defined by the company's statute.

Functions of the body's executive

company performs a single person

executive of the society, exception

Single Organ of the public body

control.

2. Order of Activities of the collegial executive body

Society and Decision-making is set by the Society's

internal documents of the community.

Article 42. Transfer of Single Executive Powers

Control Society

1. Society has the right to pass

The

authority of its sole executive body.

2. Society, who passed Single

executive authority, exercising civil rights

and takes civilian responsibilities through the control,

in matches with laws, other

Regulatory Russian and statutes

society.

3. The control contract is signed by from the

person, of the general meeting

society, in the clause of the contract with control, , or

member of the public delegate to the general meeting

societies, , or if these issues qualify as

competence of board of directors (council) of the company

President of the Board

or By someone by the Director

The

(Supervisory Board) of the Society.

(Article 42 in red. Federal Act of 30 December 2008 N

312-FZ-Russian legislation collection, 2009, N 1,

20)

Article 43. Appeals against decisions of public authorities

1. The decision of the general meeting of the community, adopted

violation of the requirements of this Federal Law, other legal rights

Acts of the Russian Federation, of the Charter of the Society and Violating Rights

legitimate interests of a community member, can recognized by a court

invalid by a member of the public who did not

voting or of the contested

solutions (to the right. Federal Act of 19 July 2009 N 205-FZ-

Russian Law Assembly, 2009, N 29, st.

3642).

2. The court is entitled, taking into account all the circumstances of the case, to remain in force.

appealed decision, if voting of the member of the nominating society

statement, could not affect the voting results

infractions

causing damages to this member of the community.

3. (tip board's board decision)

society, Single of the body

collegier of the public or manager

violation of of Federal

other Russian associations, societies

violating the rights and legitimate interests of a member of society may be

recognized by the court this

society.

(Paragraph was introduced by Federal Law from 30 December 2008 N

312-FZ-Russian legislation collection, 2009, N 1,

20; is no more effective under Federal Act No. 19 of July

2009 N 205-FZ-Assembly of Russian legislation,

2009, N 29, article 3642)

Court with all all facts of the case may remain in effect

the decision, if is not

essential and did not cause loss

society or this contributor or Other

adverse effects (paragraph , Federal

Act of 19 July 2009 N 205-FZ - Legislation

Russian Federation, 2009, N 29, st. 3642).

4. The community's community declaration

meetings and (or) different

public invalid can be brought to court

two months from the day, when

should

The is invalid.

the point of appeal of the generaldecision

meeting members of Society Other Control

society in skipping is

exception, if the member of the society has not been serving

or Threats to Threats ( 4 )

Federal Law of July 2009 N 205-FZ

Laws of the Russian Federation, 2009, N 29, article 3642).

5. Recognition of Directors (observatory

advice general meeting of the meeting

invalid causes

invalidation

general meeting members

The

reconvening of the is invalid. Violations

true Federal and other regulatory legal acts

Russian Federation meetings meetings

societies, are evaluated by in the suit

appeals of the corresponding general meeting

society.

Recognize the general general meeting

board (board board of

approval for large transactions and transactions, in

interest, invalid in

solutions separate from contesting the respective public transactions

The

causes the transactions to be declared invalid.

(Item 5 was introduced by the Federal by law July 19, 2009. N

205-FZ-Legislative Assembly of the Russian Federation Federation, 2009, N

29, Art. 3642)

6. The decisions of the general meeting of the community, adopted

questions, not included in meeting

exception, if shared public

All members of the community), or without the

taking majority decision of members of society, have no

regardless of from an appeal in in the court order (para. 6

was introduced by the Federal Act of 19 July 2009. N 205-FZ-Assembly

Laws of the Russian Federation, 2009, N 29, article 3642).

Article 44. Responsibility of members of the board of directors

(Supervisory Board) of the Society

of the sole executive organ of the society,

members of the executive board

Society and Control

1. Members of the Board of Directors (Supervisory Board) of the Society,

single executive community members

executive

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is in good faith and reasonable in the public interest.

2. Members of the Board of Directors (Supervisory Board)

single executive body members of the peer

executive

liability to society for damages, to the society

culpable actions (omissions), if different grounds and

accountability is not set by federal laws. Without this

Members (observatory

advice) societies, members of the executive body

society, voting against the decision that caused the

society of loss, or not taking part in the voting.

3. When determining the reasons and extent of liability of members

board of the company's director (supervisory board),

The

executive of the body of members

executive of the public body, , should be

common business and other

circumstances that are relevant to the case.

4. In the case, if matches with in

responsibility has several individuals, their responsibility

is solidary.

5. claim for damages, caused by the member society

Board of Directors (Supervisory of the Board) Single

executive of the body of the member of the peer

executive body or manager, has the right

to the court or its member.

Article 45. Engage in a public transaction

1. Transactions (including loan, credit, bail, surety), in

The board

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Single Societies of the Member

collegier

society's interest, shared with

Affiliated 20% and more% of the total

votes of the community, and of the

right

give to the society its s

are committed

society according to the (in .

Fed of the Law of 30 2008 N 312-FZ Meeting

Laws of the Russian Federation, 2009, N 1, art. 20)

These are recognized by for

society of deal in cases, if they, their spouses, parents, children,

one-half and nonstandard siblings, adopters

adopted and (or) their affiliated (in red. Federal

law of December 30, 2008 N 312-FZ-Legislative Assembly

Russian Federation, 2009, N 1, article 20:

is a party to a deal or is in the interest of third parties

in their relationship with the community;

owns (each individually or collectively) 20 and

% of shares (shares, shares) of legal entity that is

side or of the deal in for the third person's

relations with the community;

holds the positions in of the legal person

being a party or acting in third

faces with

control organization of such a legal entity.

Fed of the Law of 30 2008 N 312-FZ Meeting

Laws of the Russian Federation, 2009, N 1, art. 20;

in other cases defined by the society's statutes.

2. Persons listed in paragraph 1 of paragraph 1 of this article

must be reported to communities

information:

about the legal in of which they, their spouses, parents,

children, and half-siblings, adoptive parents

adopted and (or) , an affiliated person owns 20 and

% of shares (shares, shares) Federal Act of the Russian Federation

30 December 2008 N 312-FZ-Legislative Assembly of the Russian Federation

Federation, 2009, N 1, article 20;

about the legal in of which they, their spouses, parents,

children, and half-siblings, adoptive parents

adopted and (or) , their affiliated faces occupy positions in

controls (under Ed.) Federal Act of 30 December 2008

g. N 312-FZ-Assembly of Russian legislation, 2009,

N 1, art. 20);

about the or implied transactions

they can be recognized as stakeholders.

3. A deal, in in the commission of which has an interest,

must be approved by the general meeting of the public.

Decision about Approval on the Transaction in

interest, hosted by the general meeting of members of the community

majority of from the total number of votes of the public,

not interested in the transaction.

The approval of the deal must specify a person or

faces, by parties,

The subject matter of the transaction and other significant conditions.

The general meeting of community members can accept

approval of a transaction that has an interest and

which can be committed in in the process of

The

company of the business activity.

must specify limit amount

The

to which this transaction can be made. Approval decision

deals has before the next general meeting

societies, if does not exist

solution.

(Item 3 ) Federal Act of 30 December 2008 N

312-FZ-Russian legislation collection, 2009, N 1,

20)

4. The transaction in which there is interest is not

demands the general for the meeting of members of the public

if the terms of such a do not differ from

similar deals (in a loan, credit, bail,

surety), by the public of interest

in in the process of ordinary economic activity

society, available up to the point, when the person concerned

was recognized as such in accordance with paragraph 1 of this article.

The exception is propagated to of the deal, in

and

committed since the moment, the person concerned was recognized

one, before the next of the common

Meeting of members of the Society (in Ed. Federal Law of

December 2008 N 312-FZ-Legislative Assembly of Russian

Federation, 2009, N 1, article 20).

5. Deal, in which there is an interest,

committed with

requirements for it, can be invalid

society or its member.

Time for Search Request Recognition

having an interest, invalid in

is not a recovery case.

The court rejects requests for recognition of the transaction,

where interest exists and is committed

violation of requirements

invalid if one of the following circumstances exists:

voting for the society, of the stakeholder

commission on the deal with to accept the transaction,

the approval of which is accepted by the general meeting of the participants

society, invalid,

voting on this question, could not affect

votes;

has not been proven, that the transaction has caused or

Causing of causing causing loss to the participant

society that applies to the appropriate action or the occurrence

other adverse effects on them

evidence

following approval of this rule transaction,

present article, taking into account the transaction at the time of the transaction and

at the time of approval of the interest of the persons referred to in paragraph 1

true article;

in a trial proved, that the other side

the transaction did not know and should not have known

The

violation of the requirements of this article.

(Item 5 in . Federal Act of 19 July 2009. N

205-FZ-Legislative Assembly of the Russian Federation Federation, 2009, N

29, Art. 3642)

6. The provisions of this article do not apply to:

societies that are made up of one participant at the same time

one

company;

deals that all

company;

relationships that occur when you navigate to a fraction or a part

shares of in its authorized capital in cases of this

Federal Law;

relationships that arise navigation to property in

process of community reorganization, including merge treaties

accession treaties

transactions that are required for in

compliance with federal laws and (or) other legal acts

Russian Federation and Calculations by Price

defined in order, By By the Russian

Federation, or by prices and tariffs, installed by an authorized

Russian Federation body

authority (in Federal Act of 28 December

2010: EN 401-FZ-Assembly of Russian Legislation,

2011, N 1, art. 13);

deals that are by the public by

Subscription for or by the company

bonds (paragraph is introduced by the Federal Act of 23 July 2013). N

210-FZ-Collections of Russian Federation Law, 2013,

30, article 4043).

(Item 6 ) Federal Act of 30 December 2008 N

312-FZ-Russian legislation collection, 2009, N 1,

20)

6-1. The person is recognized in matches

Russian legislation requirements.

societies are required to notify in written

form a society of their shares or parts no later than

than within ten days from the date of purchase of a stake or part of a share,

with shares in in the charter

capital provides permission to dispose of

20 % of the total votes

members of this community.

In the case, if no wine

affiliated of the specified information or untimely

providing to the public property damage,

Affiliated face is responsible for society in size

damages.

(Paragraph 6-1 was introduced by Federal Law of 30 December 2008. N

312-FZ-Russian legislation collection, 2009, N 1,

20)

7. in in the company

( tip) acceptance of the decision to commit

deals that have an interest, maybe

attributed

cases, if payment amount or property value

being the subject of the deal, two % of the value

company property, defined on the basis of accounting

reporting for the last reporting period.

Article 46. Large transactions

1. the transaction ( number , credit, bail,

surety) deal or multiple

deals, related to acquisition, alienation or

alienation by the company or indirectly property, cost

Five and More Cost

company property, defined on the basis of accounting

reporting for the last reporting period

taking the decision to commit such transactions, if the constitution of the society

does not provide the size of the large deal. Large

transactions are not s deal, performed in in the process

economic activities of society, as well as transactions, committing

which is mandatory for matches with

laws of and (or) Other by legal by the Russian Federation and

Calculating by price, defined in order,

Installed by the Government of the Russian Federation, or by Price and

tariffs set by By the Government

Federation by the federal executive

Federal Act of 30 December 2008 N 312- Meeting

Federation Federation, 2009, N 1, st. 20;

Federal Act of 28 December 2010 d N 401- Meeting

Russian legislation, 2011, N 1, article 13).

2. For the purposes of this article, the value of the alienated society

as a result of a major transaction property

data of accounting, cost of purchased

community of property-based on the price of the offer.

3. The major deal in the deal

Meeting of the participants of the society (ed.) Federal Law of

December 2008 N 312-FZ-Legislative Assembly of Russian

Federation, 2009, N 1, article 20).

In the approval of the deal should be

faces, by parties,

subject of the transaction and other significant conditions. In a solution, you may not

specify parties

transaction, if the transaction is to be traded, and otherwise

cases, if parties, beneficiaries cannot be defined

deal's approval (paragraph , Federal

Act of December 30, 2008 N 312-FZ-Legislative Assembly

Russian Federation, 2009, N 1, article 20).

4. in in the company

( tip) acceptance of approve decisions

major deals, related acquisitions, alienation or

by the company's alienation society directly or indirectly,

Five before

% of the value of a society's property may be charters

Societies to the Competes of the Board of Directors

{ society

} Federal Act of 30 December 2008 N 312-FZ

-Russian Law Assembly, 2009, N 1, st.

20).

5. Large deal, with a violation of the

true article requirements can berecognized

is not valid at the claim of the community or its member.

Period of limitation for a large transaction

is not recoverable if it is missed.

The court refuses to grant recognition of large

deal, committed with violation of the provided Article

requirements for it, invalid if one of the followingis present

circumstances:

voting on the society, of the claim

recognition of a major transaction, the approval of which is accepted

general meeting of the public, invalid, at least it

took part in the voting on this issue, could not influence

to vote;

has not been proven that the transaction has caused or is likely

Causing of causing causing loss to the participant

society that applies to the appropriate action or the occurrence

other adverse effects on them

evidence

subsequent approval of this rule,

true Federal Law;

When a case is being considered,

did not know and should not know it was committed with

The

violation of the requirements of this article.

(Item 5 in . Federal Act of 19 July 2009. N

205-FZ-Legislative Assembly of the Russian Federation Federation, 2009, N

29, Art. 3642)

6. The society can can be

large transactions do not want the general meeting

members

(tip

members

society.

7. In addition to the cases referred to in paragraph 1 of this article,

public bylaws can be and (or)

size deals,

major transactions, set by this article ( 7

Fed by Law 30 December 2008 2008 N 312-FZ Meeting

Laws of the Russian Federation, 2009, N 1, article 20).

8. In , if the deal is

deal that has an interest in order

such a deal applies the clause to the

clause

true Federal of the law, exception if in

the transaction is in the interest of all participants in the society. In the case

if of the major deal is in the interest of all

company, its approval applies to the provisions of this

Article (para. 8 by Federal Act of 30 December 2008) N

312-FZ-Russian legislation collection, 2009, N 1,

20).

9. The Order of Approval of Large

transactions do not apply to:

1) societies of one of the same

performs single

organ of the society;

2) relations, that are raised by the share

or

part of in its share capital in cases

true Federal Law;

3) Relationships, Emerging Right to Property Rights Transition

process of community reorganization, including merge treaties

treaties of accession.

(Paragraph 9 was introduced by Federal Law of 30 December 2008 g. N

312-FZ-Russian legislation collection, 2009, N 1,

20)

Article 47. Audit Commission (Audit) of Society

1. The audit commission (auditor) is elected by the general

Meeting

society.

The number of members of the [ [ Audit]] Commission is defined

Statutes of the Society.

2. The Audit Commission (auditor) has the right in any

time to perform financial-economic

society and to have all for all

The

activity of of the community. By of the commission's requirement

Members

Society (observatory

advice) society, person who performs Single

executive community members

The

executive body of the society, as well as employees of the society, are obliged to

provide the necessary explanations either orally or in writing.

3. The company is required

orders checking of annual accounts and balance sheets

The

company before the general assembly of the members of the public.

general meeting of has a right to approve

reports and public balance sheets in the absence of conclusions

The

audit board (of the auditor) of the community.

4. The audit (auditor) Order

is defined by the constitution and the internal documents of the society.

5. This article is used in cases, if an education

audit of the Society or election of the Society

provided by the society is mandatory in

compliance with this Federal Law.

Article 48. Society Audit

To verify and confirm the correctness of reports and

Accounting societies and also to check the state

current

societies professional auditor, not

Related Property Interests with Society Members of the Board

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Single Societies Members

collegier community

society.

At the request of any member of the public audit

may be the selected professional auditor

which must meet the requirements, installed

first of this article. If this check is made,

auditor

The

requirement of which it is being held. Cost of the public participant

auditor's can be compensated by the general

Meeting of members of the public at the expense of the society.

Engaging an auditor for validation and validation

annual reports and accounts of the company

cases, of federal laws and other legal

Acts of the Russian Federation.

Article 49. Public reporting by society

1.

activity, for exceptions to

Federal Act and other federal laws.

2. In the case of public placement of bonds and other emissions

securities are required to publish annual reports and

accounting balances, , and other information about your

activity, provided by federal laws and enacted

is in compliance with the regulations.

Article 50. Custody of documents of society and provision

Information Society

(name of article in Federal Law of July 19

2009 N 205-FZ-Assembly of Russian legislation,

2009, N 29, article 3642)

1. Society is obliged to store the following documents:

society for

community one person, decision to create a society,

Tired of a society, approved by the founders (participants) of society, a

-approved associations

(members) public, and registered in

order of change (rev. Federal Act of 30 December 2008

N 312-FZ-Russian Federation Law Assembly, 2009, N

1, st. 20; of the Federal Act of June 29, 2015. N 209-FZ-

Russian legislation meeting, 2015, N 27,

4000);

protocol (minutes) of the meeting of the founders of the society that contains

and evaluation

non-monetary contributions in The company's capital,

solutions related to creating a society;

document confirming state registration of the society;

documents that confirm the society property on

on its balance;

internal documents of the community;

locations for branch offices and representative offices

documents related to bond issues and other emissions

public security;

minutes of public meeting sessions, council meetings

(board board members

the company's executive body and its audit committee;

Lists of affiliated individuals;

The conclusion of the audit committee (auditor) of the company, the auditor,

state and municipal financial controls;

other documents, provided by federal laws and other

legal acts of the Russian Federation by the Society's Statute

Internal Society Documents, Meetings

societies, (observatory)

The society and the executive organs of society.

2. The stores documents,

real articles, -alone

executive of or in a different location, known and available

members of the community.

3. Society is obliged to provide members of society with access to

existing

it's litigation-related litigation

company, management or in it

to determine whether an arbitral tribunal has been initiated in the case and

accept a claim or declaration, about the base change

or of the object previously of claimed claim (paragraph 3 entered by Federal

Act of 19 July 2009 N 205-FZ - Legislation

Russian Federation, 2009, N 29, st. 3642).

4. The requirement of the company is required

give him access to the documents of items 1 and 3

true article. days

referenced document requirement

must be provided by by the community to familiarize you in the room

The

executive organ of the society. Society on Demand of the participant

company is required to give copies of of the documents.

Fee, by society for providing such copies, cannot

exceed costs of (item 4) Federal

Act of 19 July 2009 N 205-FZ - Legislation

Russian Federation, 2009, N 29, st. 3642).

CHAPTER V. RESTRUCTURING AND ELIMINATION OF SOCIETY

Article 51. Reorganization of the Society

1. The can be voluntarily reorganized in order,

The

prescribed by this Federal Law.

Other grounds and reorganisation of the society are defined

Civil Code of the Federation and other states

laws.

2. Reorganization of the company can be in the form

Merge, Join, Split, Allocation, and Transformations.

3. Society is considered to be reorganized, except in cases

reorganizing in Accession, from in the state

registering legal

reorganization.

When reorganizing in the form

other societies are considered to be reorganized since

inclusion in a single public registry of legal entities

termination of an attached society.

4. State registration of societies created as a result of the

reorganization, and

reorganized societies, registration

in the order in

federal laws.

5. The Society Reorganizes in

public registry of legal people about the start of the procedure

reorg twice at once every month places in

media in which data is published about

state registration legal

reorganization. If two or more are involved in the reorganization

company, reorg message is published on behalf of all

participating in community reorganization, last adoptable

a reorg decision or a specific contract of merge

The

compact of accession. With this, the creditors of the society no later than

in days of the last date

messages about reorganizing a society may require written

form of early commitment

debtor,

obligations-its to terminate and with this

damages (rev. Federal Act of 19 July 2009 N 205-FZ-

Russian Law Assembly, 2009, N 29, st.

3642).

State Registration Societies, resulting

reorganization, and

reorganized societies only in presentation

evidence of creditors notification in order

this item.

If the separation does not give the ability to determine

right of the successor of the reorganized society, legal

reorg results

responsibility of on the obligations of the reorganized society before

his creditors.

Article 52. Merging Societies

1. Merging Societies acknowledges the creation of the new community

transmit to him all the rights and responsibilities of two or more societies

and termination.

2. General meeting of participants in each society, participating in

reorganizing in merge form, takes the

reorganization, approval of merging and charter of the society,

gear ratio.

3. Societies, participating in merge, conclude

merge, in which the order and terms of the merge are determined, order

exchange shares in the share of the share of

The charter capital of the new society.

When merging societies in shares of societies

The other societies that participate in the merger are repaid.

(Item 3 ) Federal Act of 30 December 2008 N

312-FZ-Russian legislation collection, 2009, N 1,

20)

4. the shared meeting of each

society, involved in a merge reorganization, solutions

such reorganizing and approval of the merger, of the charter

company created by the merge, , and gear ratio

Election of the executive organs of the society resulting from

merges, is implemented in by a shared shared meeting

societies participating in the merge. Time and order of this A

general meeting is defined by a merge agreement.

Unanimative executive

merge, performs -related actions

State registration of a given society.

5. Merging societies all the rights and responsibilities of each

to the result of the merge,

correspondence with the transmission.

Article 53. Attaching a Society

1. The company recognizes the termination of one or

several societies with the transfer of all their rights and responsibilities to another

society.

2. General meeting of participants in each society, participating in

reorganizing in accession form takes a decision about this

reorganization, about the approval of the accession treaty, and General

meeting Societies

decision to approve the transfer act.

3. Joint general meeting of the participants of the societies participating in the

join, contributes to the tired society

join, changes,

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number

joins. Time and order of such

The

meetings are defined by the treaty of accession (ed.).

Federal Act of 30 December 2008 N 312- Meeting

Laws of the Russian Federation, 2009, N 1, article 20).

3-1. Society to redeem:

1) the -attached share in in

The capital of the community to which you are attaching;

2) in the share of of the company

belonging to this society;

3) shares in the share of of the company

belonging to the community to which you are attaching;

4) the society, to

join, share in the charter capital of this society.

(Paragraph 3-1 was introduced by Federal Law of 30 December 2008. N

312-FZ-Russian legislation collection, 2009, N 1,

20)

4. If one society joins to the last

all

compliance with the gear ratio.

Article 54. Separation of society

1. The Society acknowledges the

to transfer all his rights and responsibilities to newly created societies.

2. General meeting of the participants of the society, organized in the form of

partitioning, decides on such a reorganization, about order and about

separation of societies, new societies

approval of the separation balance.

3. General meeting of members of each society, to be created in

result of division, approves the charter and elects organs of the society

(Ind. The Federal Act of 30 December 2008 2008 N 312-FZ

Russian Federation Law Assembly, 2009, N 1, Art. 20).

4. all permissions responsibilities

to societies created in in

matches against the balance.

Article 55. Allocation of Society

1. The Society acknowledges one or

several societies , passing part of rights and responsibilities to it

The

reorganized society without terminating the society.

2. General meeting of the participants of the society, organized in the form of

selection, makes a decision about such a reorganization, about order, and

clauses, about creating a new society (new societies) and

assertion of the separation balance, in in the Society

allocation form allocation, changes,

allocation decision, Other

questions, in , including questions about the election of organs of the society (to the red.

Federal Act of 30 December 2008 N 312- Meeting

Laws of the Russian Federation, 2009, N 1, article 20).

The general meeting of the general public approves it

Statutes and Elects of Society (ed.) Federal Act of 30

December 2008 N 312-FZ- Meeting of Russian legislation

Federation, 2009, N 1, article 20).

If the only contributor to the public is

reorganized society, general meeting of the last

decision to reorganize a society in the form of selection, about order, and

allocation terms, and approves the constitution of the allocated society and

The

dividing balance, elects the organs of the society to be allocated.

3. When you select one or more societies

passes and responsibilities

reconfigured of the Matching

Separator

balance.

Article 56. Community transformation

1. Society has the right to transform in the economic society

other appearance, economic comradeship or production

Cooperatives (Ind. The Federal Act of 30 December 2008 2008 N

312-FZ-Russian legislation collection, 2009, N 1,

20).

2. General meeting of the participants of the society, organized in the form of

conversion, makes a decision about such a reorganization, about order

and transforms, about the sharing of participants

Joint Stock Company, Shares of Society with

additional responsibility, or in in-stored

capital of the business of the or members

members

production cooperative, approval of charters created in

result of legal entity conversion and approval

transmission of the act Federal Act of 30 December 2008

g. N 312-FZ-Assembly of Russian legislation, 2009,

N1, st. 20).

3. The legal of the legal

transformations, take in

compliance with federal law requirements

faces and instructs to implement

related with state legal

resulting from the conversion.

4. When converting a society to a legal person created

as a result of the conversion, all all and responsibilities

The

reorganized society according to the gear ratio.

Article 57. Elimination of society

1. The can be voluntarily dissolved in order,

Russian Civil Code, with

Requirements of the Federal of the and law of the society.

can

reasons, Civil Code of the Russian

Federation.

Elimination of the Termination of

transition of rights and responsibilities in order to another

faces.

2. The decision of the general meeting of members of the community about

Elimination of and Destination of the Commission

(observatory

A society, an executive or a member of society.

General Meeting of voluntarily-liquidated societies

takes a decision to liquidate society and purpose of liquidation

commission (under the name of the commission) Federal Act of 21 March 2002 N 31-FZ-

Laws of the Russian Federation, 2002, N 12, st.

1093).

3. The destination for the

passes all to the public.

Liquidating Commission on behalf of dissolved society

in court.

4. In the case, if the member of the dissolved society is

Russian Federation Subjects of the Federation or

municipal education, in the commission's liquidation

control

state property, specialized agencies

sales of Federal Property,

State property management of Russian

Federation, of the Merchant State Property of the Russian Federation

Federation or Local Self-Governance (Int. Federal

Act of 21 March 2002 N 31-FZ - Law Collection

Russian Federation, 2002, N 12, article 1093).

5. The Order of the Society

defines the Civil

The

Code of the Russian Federation and other federal laws.

Article 58: Distribution of assets to be disposed of

Societies Between Participants

1. The remaining after creditors

property of the community is broken down

commission between members of society in the following order:

in the first queue is paid to members of the public

distributed but unpaid profits;

in the second queue is distributed

dissolved society between members of the public

their shares in the statutory capital of the society.

2. The requirements of each queue are satisfied after full

Satisy the requirements of the previous queue.

If the public property is not sufficient for the payment

distributed, but unpaid profits, community property

distributes among its members proportionally in

The company's share capital.

CHAPTER VI. FINAL PROVISIONS

Article 59. Introduction of this Federal

of the law

1. This Federal Law is enacted with March 1

1998.

2. of the action of the Federal

legal acts,

Federation, before alignment with this Federal

is used by in ,

Federal law.

Constituent Documents Restricted

Liability (partnerships with limited liability)

Federal Law

used in parts, No Federal

law.

3. Constituent

Limited

responsibility (comrades; with limited liability)

before the enactment of of the Federal

subject to align with this Federal Law

no later than 1 July 1999 (in . Federal

December 1998 N 193-FZ-Legislative Assembly of Russian

Federation, 1999, N 1, st. 2).

Societies with Limited (Partnership

limited liability), number of attendees at the time

introduction in the action of the Federal law

50, must be converted to shareholding before 1 July 1999

societies or production cooperatives or reduce the number

members up to the limit set by this Federal Law.

Societies with Limited Liability

limited Shareholdings

company is allowed conversion

company without limit on the number of shareholders

Closed Joint-Stock Company established by Federal Law

"About Stock Societies." Shareable Shareable

and a third

Paragraph 3 of Article 7 of the Federal Law "On joint-stock companies" (in

The Federal Act of July 11, 1998 N 96-FZ-Assembly

Russian Federation Federation, 1998, N 28, st. 3261;

Federal Law of December 31 N 193-FZ-Assembly

Russian legislation, 1999, N 1, article 2).

Restricted Restricted

(partnerships with limited liability) Shareholdings

company or production cooperatives in order,

under this paragraph, does not apply also

§ 5 51 of the Federal (in )

Federal Act of 31 December 1998 d N 193-FO - To

Russian legislation, 1999, N 1, article 2).

Solution of the general meeting of the Limited

liability (limited liability)

Society Conversion Limited Responsibility

( with limited liability), number of participants

which Introduction Federal

law is greater than fifty, accepted by a majority of at least two

from number of popular

limited liability ( limited

responsibility. Limited

Limited

responsibility ( -limited liability),

casting votes against his conversion

participating in the vote, have the right to leave the society with

limited liability ( ) limited

responsibility) in order, set by Article 26

Federal Law (Paragraph introduced by Federal Law of December 31

1998 N 193-FZ-Assembly of Russian Legislation,

1998, N 1, st. 2).

Societies with Limited (Partnership

limited liability)

constituent documents in compliance with Federal

law or

production cooperatives, can be eliminated in

order on of the body's state requirement

registering legal entities, or other public authorities

local self-government

such a requirement is provided by federal law.

4. Society with limited liability (partnerships with

limited liability) specified in 3 of this

Articles, exempt from the payment registration

registering legal

alignment with this Federal Law.

Moscow, Kremlin

8 February 1998

N 14-FZ