Key Benefits:
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;
TheFederal 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 -
CollectionRussian 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
civiliansresponsibilities, 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
orother 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
Thewho 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
Thesingle 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
Theright) 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
Thepurchaser 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
Thepurchaser 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
Theface 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
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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 parentsociety 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
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
Thedocument 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
TheLaw 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
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
Theappraiser (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
Themeeting 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
Theunpaid 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
Theduration 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
Thereserve 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 Theexecutive 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
Themembers 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 Additionalcontribution 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
Theperson 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
Thecost 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
Theof 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 allmembers 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
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
isstatutory 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
Thebelow 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
Thefaces 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 { } { \cs6\f1\cf6\lang1024
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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
}
confers of bona fiend acquired from
notarial of the corresponding of the deal
Thereason 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
thirdviolation 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
Thestate 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
21Federal 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
unifiedState 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
Thereason 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
Thesociety 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 consentexcluded 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
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
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,
3true Federal Law.
4. Selling The share of or of the share in in
capital of society, also shares of or parts of
society
compensation in order and in time is provided by paragraph 3
Article 15 of this Federal Law, is priced,
Awhich 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
Theacquires 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 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
Thepart 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
Thepurchaser 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
ormeeting 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
Thecorresponding 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,
Adefined 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
Thedistribution 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
Thefederal 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
Theorgan 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) { \field
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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, reconveninggeneral meeting of members of the community;
11 other Federal
questions, questions in the public bylaws and not
common meeting
Theexecutive 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
Theorgan of the society. The executive organs of the society are accountable to the general
Meeting of the Society and Board of Directors (observatory
Theadvice) 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
Theaudit (election of the auditor of the auditor) of the society. In Societies
More Participants, Education
Thecommission (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
Memberscollegier 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 { \cs6\f1\cf6\lang1024
}
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}
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}
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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
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
Theexecutive 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
Theend 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 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
Theconstitution 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
inoriginal 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 meetingsocieties, 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
Theexecutive 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,
Theestablished 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
Theis 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
Themember 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]]
Theof 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
TheFederal Act or the Statutes of the Society.
9. The community can be to perform
cumulative voting on Councillations
{ \cs6\f1\cf6\lang1024}{ \cs6\f1\cf6\lang1024 } { \cs6\f1\cf6\lang1024
}
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
TheArticle 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
ssocieties, 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
Theexecutive body.
Article 41. Collegial executive body of the Society
1. If the Society's Statute provides for education, along with
Thesingle 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
Theauthority 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
Theauthority 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 general
decisionmeeting 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
invalidationgeneral meeting members
Thereconvening 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
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),
Theexecutive 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
rightgive to the society its s
are committedsociety 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
Thecompany 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
Theviolation 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
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
Theviolation 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
(tipmembers
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
clausetrue 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
orpart 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
Theactivity of of the community. By of the commission's requirement
Members
Society (observatory
advice) society, person who performs Single
executive community members
Theexecutive 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
Thecompany 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
Theaudit 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
Therequirement 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 litigationcompany, 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 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,
Theprescribed 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
Thecompact 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
Themeetings 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
Thereorganized 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
Thedividing 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
Separatorbalance.
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
membersproduction 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
Thereorganized 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 TheCode 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
Limitedresponsibility (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
Limitedresponsibility ( -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