RUSSIAN FEDERATION FEDERAL LAW On Amendments to Federal Law "On joint-stock companies" Adopted by State Duma on July 7, 2006 Approved On 14 July 2006, the Federation Council of the Federation . N 379-FZ; 29.06.2015 N 210-FZ) Article 1 OF THE PRESIDENT OF THE RUSSIAN FEDERATION 1; 1999, N 22, Text 2672; 2001, N 33, sect. 3423; 2002, N 12, st. 1093; N 45, sect. 4436; 2003, N 9, sect. 805; 2004, N 11, st. 913; 2006, N 1, est. 5, 19) the following changes: 1) in article 9: a), paragraph 2 should be redrafted to read: " 2. The decision on the establishment of society should include the results of the voting of the founders and the decisions taken by them on the establishment of the society, the adoption of the charter of the society, the election of the public administration bodies, the audit commission (auditor) of the society. " (b) Paragraph 4 should read: " 4. The election of the public authorities, the audit committee (the auditor) of the society, and in the case provided for by this paragraph, the approval of the public auditor shall be carried out by the founders of the society by a three-fourths majority vote, which represent the stock to be placed among the founders of the society. When a society is established, the founders can approve the public auditor. In this case, the decision to establish a society should include the results of the vote of the founders of the society and the decision taken by the founders to approve the public auditor. "; (2) in article 12: (a) in paragraph 1 of the word" paragraphs 2 to 5 " Replace the words "paragraphs 2 to 6"; (b), paragraph 2, as follows: " 2. The introduction of amendments and additions to the society, including changes related to the increase of the authorized capital of the society, is carried out on the basis of the results of the placement of the shares of the society on the basis of the decision of the general meeting of shareholders to increase the charter The capital of the society or the decision of the board of directors (supervisory board) of the society, if, in accordance with the statute of society, the latter has the right to take such decision, on the basis of the decision of the general meeting of shareholders to reduce the charter by reducing the nominal value of shares, The basis of which is the placement of shares and the placement of securities convertible in the shares and the registered report on the output of the shares, or if, in accordance with federal law, the procedure for issuing shares is not provides for the state registration of the report on the results of the issuance of shares, the extract from the state register of securities. With the increase of the authorized capital of the society by placing additional shares, the authorized capital is increased by the amount of the nominal value of the allocated additional shares, and the number of declared shares of certain categories and types decreases on The number of allocated additional shares of certain categories and types. "; in), paragraph 3 should read: " 3. The introduction of changes and additions to the society by the reduction of the company's charter capital by the acquisition of the shares of the society for the purpose of their repayment shall be effected by the decision of the General Shareholders Meeting on such a reduction and A report on the results of the acquisition of shares approved by the board of directors (supervisory board) of the society. The introduction of amendments and additions to the society, related to the reduction of the company's charter capital by paying the public's own shares in the cases provided for by this Federal Law, shall be implemented by decision A general meeting of shareholders on the reduction and approved by the board of directors (supervisory board) of the report on the results of the equities. In these cases, the statutory capital of the society is reduced by the sum of the nominal value of the cancelled shares. "; g) to supplement paragraph 6 with the following: " 6. The introduction of amendments and additions to the society in the part of the indication of the size of its authorized capital, including the number of shares held, is carried out on the basis of the results of the placement of the shares at the moment of creation of the society by reorganization in the form of a merger on the form of a merger The basis of the agreement on the merger and the registered account of the output of the shares placed in the creation of that society. "; 3) in article 15: (a) paragraph 6, add the following paragraph: " Final drive, The separation balance should contain provisions on succession to all The obligations of the reorganized society in respect of all its creditors and debtors, including the impugned obligations, and the procedure for determining the succession in connection with changes in the type, composition, value of the property of the reorganized society, as well as in the relationship with the emergence, modification and termination of the rights and obligations of the society being reorganized, which may occur after the date on which the transfer act has been drawn up. "; b) to supplement paragraph 7 of the following Content: " 7. A merger agreement, a treaty of accession, or a decision to reorganize a society in the form of separation, separation, or conversion may include a special procedure for the commission by society of individual transactions and (or) types of transactions or prohibition from the moment the decision was taken on the reorganization of the society until the time of its completion. The transaction, committed in violation of this special order or prohibition, may be declared null and void in the suit of the reorganised society and the (or) reorganised societies as well as the shareholder of the reorganized society and (or) of the societies reorganised, which was at the time of the transaction. With regard to the persons referred to in paragraphs 5 to 7 of article 16, paragraph 3, subparagraphs 4 to 6 of article 18, paragraph 3, article 19, paragraphs 4 to 6, article 20, paragraphs 4 to 7, paragraph 3, of this Federal Act, the merger agreement or the decision on The reorganization of the society in the form of separation, selection, transformation should contain: name, data of the identity document (series and/or document number, date and place of issuance, the issuing authority)-for natural persons; name, location information for the managing organization in if such a treaty or decision provides for the transfer of the authority of the sole executive organ of the society established by reorganization of the organization administering the organization. In the event that a merger agreement or a decision to reorganize a society in the form of a division, allocation, or transformation provides for an indication of the auditor of the society or the emerging societies, such a treaty or decision must Include: name, location information for an audit organization; name, identity document data (series and (or) document number, date and place of issuance, issuing authority)-for an entrepreneor engaged in auditing without education a legal person. "; 4) in article 16: (a), paragraph 2 should read: " 2. The societies involved in the merger are entering into a merger agreement. The Board of Directors (supervisory board) of each society participating in the merger shall issue to the general meeting of the shareholders of each such society the issue of reorganization in the form of a merger, as well as the question of electing the members of the board of directors (a) the law of the Republic of the Republic of the Republic of the Republic of the Republic of the Republic of the The general meeting of the shareholders of each society participating in the merger shall decide on the reorganization of each such society in the form of a merger, which includes the approval of the merger agreement, the transfer act of the society, which participates in the merger and the bylaws of the society created by reorganization in the form of a merger, and also decides on the election of the board of directors (supervisory board) of the established society in the amount set by the project of a merger agreement for each society participating in the merger, if the statute created by the society under this Federal Law does not provide for the functions of the board of directors (supervisory board) of the society created by the general meeting of the shareholders of that society. The ratio of the number of members of the board of directors (supervisory board) of the established society, elected by each society participating in the merger, to the total number of members of the board of directors (supervisory board) of the established society should be is proportional to the number of shares of the company being created, to be placed among the shareholders of the respective society participating in the merger, to the total number of public shares to be created. The number of members of the board of directors (supervisory board) calculated in accordance with this paragraph shall be rounded to the nearest whole number in accordance with the order in force of rounding. "; b) paragraph 3 should be redrafted to read: " 3. The merger treaty should contain: 1) the name, information about the location of each society participating in the merger, and the name, information about the location of the society created by the reorganization in the form of a merger; 2) order and terms of the merger; 3) the order of conversion of the shares of each society participating in the merger into the stock of the created society and the ratio (coefficient) of the conversion of shares of such societies; 4) the quantity Members of the board of directors (supervisory board) of the society elected by each society participating in the merger, if the constitution of the society being created under this Federal Act does not provide for the functions of the board of directors (supervisory board) of the society to be established the shareholders ' meeting; 5) a list of members of the audit commission or an indication of the auditor to be created; 6) a list of members of the collegiating executive body of the society being created, if the constitution of the society is created The public has a collegiating executive body, and its education is the responsibility of the general shareholders ' meeting; 7) an indication of the person performing the function of the sole executive organ of the form of society; 8) the name of the location A professional participant in the securities market, which carries out the maintenance of the register of securities owners of the nominal securities of the company being created (hereinafter referred to as the registrar), if, in accordance with federal law, maintenance of the register of shareholders of the created securities society should be implemented by the registrar. "; in) to supplement 3 to 1, to read: " 3-1. A merger agreement may include an indication of the public auditor, created by reorganization in the form of a merger, of the registrar of the society being created, and an indication of the transfer of the authority of the sole executive authority of the established society organization or control, other particulars of persons referred to in paragraphs 5 to 7 of paragraph 3 of this article, other reorganization provisions not inconsistent with federal law. "; 5) in article 17: (a) paragraph 2 should be stated as follows: editions: " 2. The acceding society and the society to which accession is being exercised conclude the accession treaty. The board of directors (supervisory board) of each participating society shall issue to the general meeting of the shareholders of each such society the issue of reorganization in the form of accession. The Board of Directors (Supervisory Board) of the Society to which the accession is to be exercised shall also issue to the general meeting of the shareholders of such a society other matters, if so provided by the instrument of accession. The general meeting of the shareholders of the society to which accession is effected decides on the reorganization in the form of accession, which includes the approval of the accession treaty, and decides otherwise. (including the decision to amend and supplement the statute of such a society), if provided for in the instrument of accession. The general assembly of shareholders of an attachable society shall decide on reorganization in the form of accession, which includes the approval of the instrument of accession, transmission. "; (b) paragraph 3 should read as follows: " 3. The accession treaty must contain: 1) the name, information about the location of each society participating in the accession; (2) the order and conditions of accession; 3) the order of conversion of stocks of the joining society in the action of the society to which the accession is carried out and the ratio (coefficient) of the conversion of shares of such societies. "; in) to supplement paragraph 3-1 as follows: " 3-1. The Treaty of Accession may contain a list of changes and additions made to the tiring of the society to which accession has been made, other provisions on reorganization that are not contrary to federal law. "; , paragraph 4, set out in , to read: " 4. At the time of the Society's accession, they are repaid: 1) own shares belonging to the attachable society; 2) of the attachable society belonging to the society to which the accession is effected; 3) the public shares of the company to which accession is effected, if provided for by the accession treaty. "; d), add the following content: " 4-1. In the event that the shares belonging to the society to which the accession has been effected are not to be paid in accordance with paragraph 4 (3) of this article, such shares shall not grant the right to vote, shall not be taken into account in the calculation. The votes are not paid. Such actions must be realized by society at the price not lower than their market value and no later than one year after their acquisition by society, otherwise the society is obliged to decide to reduce its authorized capital by repaying such shares. "; 6) in article 18: (a), paragraph 2 should read: " 2. The Board of Directors (Supervisory Board), which is organized in the form of division of society, makes for the decision of the general meeting of the shareholders of such a society the question of the reorganization of the society in the form of division, as well as the question of the election of the board of directors The (supervisory board) of each society created by division, if the charter of the relevant society created under the present Federal Law does not provide for the performance of the functions of the board of directors (Supervisory Board) of this society by the general meeting of the shareholders of that society. "; (b) Paragraph 3 should read: " 3. The General Shareholders ' Meeting, organized in the form of division of society on the reorganization of the society in the form of division, decides on the reorganization of the society, which should contain: 1) the name, information about the location of the company of each society, created by reorganization in the form of separation; 2) the order and conditions of separation; 3) the order of conversion of the shares of the reorganized society into the shares of each society created and the ratio (coefficient) conversion of shares of such societies; 4) list of members of an audit commission or an indication of the auditor for each society to be created; 5) a list of members of the collegiating executive body of each society created, provided that the constitution of the relevant society is established the collegiating executive body and its education are the competence of the general shareholders ' meeting; 6) an indication of the person acting as the sole executive body of each society; 7) guidelines for approving the separation balance with an application the separation balance; 8) an indication of the adoption of the charter of each society created with the application of the charter of each society to be created; 9) the name, information about the location of the registrar of each newly created society societies, if, under federal law, the registry of the shareholders of that society should be maintained by the registrar. "; in) to supplement paragraph 3-1 as follows: " 3-1. The decision to reorganize in the form of division may include an indication of the public auditor, created by reorganization in the form of division, of the registrar of the society being created, and an indication of the transfer of the authority of a single executive body of the society of the administering organization or the manager, other particulars of the persons referred to in subparagraphs 4 to 6 of paragraph 3 of this article, other provisions on reorganization not inconsistent with federal laws. "; g) to supplement paragraph 3-2 , to read: " 3-2. The election of the board of directors (the supervisory board) of each society, created by reorganization in the form of division, shall be carried out by the shareholders of the reorganized society, among which, in accordance with the decision to reorganize the society, there must be The ordinary shares of the relevant society, as well as the shareholders of the preferred shares of the society being reorganized (being at the time of the decision to reorganize the society in accordance with under article 32, paragraph 5, of this Federal Act), including In accordance with the decision on the reorganization of society, the preferred shares of the society to be created should be placed. "; (d) to supplement paragraph 3-3 as follows: " 3-3. Every shareholder in the society, who voted against the decision to reorganize the society or who did not take part in the vote on the reorganization of the society, must obtain the shares of each form of reorganization in the form The division of society, which grants the same rights as the shares of the society in which it is organized, in proportion to their number. "; 7), in article 19: (a), paragraph 2, should read: " 2. The Board of Directors (Supervisory Board), which is organized in the form of an allocation of society, makes for the decision of the general meeting of the shareholders of such a society the question of the reorganization of the society in the form of selection, as well as the question of the election of the board of directors (supervisory board) of each society established by reorganization in the form of an allocation, if the charter of the relevant society created under the present Federal Law does not provide for the performance of the functions of the board of directors (Supervisory Board) of this society by the general meeting of shareholders of this of society. "; b), paragraph 3 should read as follows: " 3. The General Shareholders Meeting in the form of Society's Allocation on the Reorganization of Society takes a decision on the reorganization of the society, which should contain: 1) name, information about the location of the company every society created by reorganizing in the form of allocation; 2) the order and conditions of allocation; 3) the way in which the shares of each society will be created (converting the shares of the organized society into the shares of the company being created the distribution of the shares of the company to be created among the shareholders of the society being reorganized, the acquisition of the shares of the society being created by the society itself), the order of such accommodation, and in case of the conversion of the shares of the reorganized society into the shares of the created society-the ratio (coefficient) of conversion of such societies; 4) a list of members of the audit commission or an indication of the auditor for each society created; 5) a list of members of the collegiating executive body of each society created, if the statute The existence of a collegiating society The executive body and its education are the responsibility of the Shareholders ' Shareholders Meeting; 6) an indication of the person acting as the sole executive body of each society; 7) the approval of the dividing balance with the application of the separation balance; 8) an indication of the adoption of the charter of each society created with the application of the charter of each society to be created; 9) the name, information about the place finding the registrar of the society to be established, if according to The federal law of keeping the register of shareholders in this society should be carried out by the registrar. "; in) to supplement paragraph 3-1 as follows: " 3-1. The decision to reorganize in the form of a selection may include an indication of the public auditor, created by reorganization in the form of selection, of the registrar of the society being created, and the transfer of the authority of a single executive body of the society of the administering organization or the manager, other particulars of the persons referred to in subparagraphs 4 to 6 of paragraph 3 of this article, other provisions on reorganization not inconsistent with federal laws. "; g) to supplement paragraph 3-2 , to read: " 3-2. The election of the board of directors (the supervisory board) of each society, created by reorganization in the form of selection, shall be carried out by the shareholders of the reorganized society, among which, in accordance with the decision to reorganize the society, there must be There are ordinary shares of the respective company being created, and shareholders-owners of the preferred shares of the reorganized society (at the time of the decision on reorganization of voting shares in accordance with paragraph 5 of the article) 32 of this Federal Law), among which according to The decision to reorganize the society must be based on the privileged shares of the society in question. If, in accordance with the decision to reorganize the society in the form of an allocation, the only shareholder of the society being created will be the society being reorganized, the election of the board of directors (the supervisory board) of the society being created is carried out by the shareholders of the society re-organized. "; d) to supplement paragraph 3-3 as follows: " 3-3. If the decision to reorganize the society in the form of an allocation is to convert the shares of the organized society into the action of the society being created or the distribution of the shares of the society being created among the shareholders of the reorganized society, each shareholder the society that is reorganizing, who voted against the decision to reorganize the society or who did not take part in the vote on the reorganization of society, should be given the shares of every society created, giving the same rights as in proportion to their shares in reorganizing society Number. "; 8) to supplement Article 19-1 as follows: " Article 19-1. The distinction or separation of a society that is concurrent with a merge or with a join 1. The general meeting of the shareholders of the society on the reorganization of society in the form of separation or separation may be envisaged for one or more societies created by reorganization in the form of separation or separation, provision for at the same time merging the society being created with other societies or other societies, or simultaneously joining the society that is being created. In this case, the reorganization shall be carried out in accordance with the provisions of articles 15 to 19 of this Federal Act, unless otherwise specified in this article. 2. A merger or accession treaty shall be signed on behalf of a society created by reorganization, in the form of separation or separation, by a person determined by the decision of the general meeting of the shareholders of the society being reorganized in accordance with this article. an article in the form of division or selection. 3. Board of Directors (supervisory board) of a society reorganized under this article in the form of separation or separation, in the form of a general meeting of shareholders to decide on the reorganization of the society in the form of division or allocation Also takes the question of the reorganization of the society, which is created by reorganization in the form of separation or separation, in the form of a merger with another society or other societies, or in the form of joining another society. 4. The general meeting of the shareholders of the society, which is reorganized in accordance with this article in the form of division, shall adopt, in accordance with articles 16 or 17 and article 18 of this Federal Law, respectively, the decision on: 1) of the reorganization Societies in the form of separation; (2) the reorganization of a society created by reorganization in the form of division, in the form of a merger with another society or other societies, or in the form of joining another society. 5. The general meeting of the shareholders of the society, which is reorganized under this article in the form of a selection, accepts in accordance with articles 16 or 17 and article 19 of this Federal Law, respectively, the decision on: (1) of the reorganization Societies in the form of alexia; (2) the reorganization of a society created by reorganization in the form of selection, in the form of a merger with another society or other societies, or in the form of joining another society. 6. The decision of the general meeting of the shareholders of the society to reorganize a society in the form of separation or allocation in accordance with this article may provide for the entry into force of that decision only in cases where the general public a meeting of the shareholders of the reorganized society decided to merge the society created by reorganization in the form of division or selection, with another society or other societies, or at the same time to other societies and/or to the general assembly of the shareholders of another society, or Other societies participating in the merger or accession have taken the decisions referred to in article 16, paragraph 2, or article 17, paragraph 2, of this Federal Act. 7. The mission of a society's securities that is created by reorganization, in the form of separation or separation under this article, is carried out without State registration of the issuance of its securities and the State registration of the reports on the results their release. The registration or identification number of the State registration or identification number is carried out by the registering body at the same time as the state registration of the issue (s) of issue securities, Hosted in the merger of the society being created with another society or by other societies, or by the creation of a society to another society, in accordance with the procedure established by the federal executive branch of the securities market. In the event that the society being created does not provide for the placement of the securities of the society to which it is attached, the attribution of the State registration or identification number is valuable. The documents of the company being created are carried out by the registering body in accordance with the procedure established by the federal executive branch of the securities market. Maintenance of the register of owners of the emissive securities of a society created by reorganization in the form of separation or separation, by merging it with another society or by other societies, or by simultaneous accession to the to another society, is carried out by the holder of the register of the shareholders of the society, created by means of reorganization in the form of a merger, or the society to which accession is effected. 8. The separation balance, which contains provisions on the definition of a society created by reorganization in the form of separation or separation, the successor of a society reorganized in the form of separation or separation, shall be a transfer act on which The rights and duties of a society, organized in the form of separation or selection, are transferred to a society created by a merger, or to a society to which society joins the society established by reorganization in the form of a form of splitting or marking. 9. In reorganization of a society in the form of separation or separation, carried out simultaneously with reorganization in the form of a merger, reorganization in the form of a merger is considered complete from the moment of the state registration of the society created by way Reorganizing in the form of a merge. Reorganization of the society in the form of separation or selection and the simultaneous reorganization in the form of accession has been completed as from the date of entry into the single State register of legal entities of the termination record The activities of a society created by reorganization in the form of separation or separation. Such recordings shall be made at the same time as the single state register of legal entities of the State registration of the society created by reorganization in the form of division or selection. At the same time, the state registration of a society created by reorganization in the form of separation or separation is first recorded, then the closure of its activity is recorded. "; 9) in article 20: (a), paragraph 2 Amend the text as follows: " 2. The Board of Directors (Supervisory Board), in the form of the transformation of society, makes it a matter for the general meeting of the shareholders of such a society to reorganize the society in the form of a transformation. "; b), paragraph 3 should be stated as follows: editions: " 3. The General Shareholders Meeting in the form of transformation of society on the reorganization of the society in the form of transformation decides on reorganization, which should contain: 1) name, information about the location of the company a legal entity created by reorganizing the society in the form of transformation; 2) the order and conditions of transformation; 3) the order of exchange of the shares of the society on the share of participants in the authorized capital of a limited society (additional) responsibility or membership of the production cooperative in the if the society is to be transformed into a society with a limited (additional) liability or a production cooperative, or a procedure for determining the composition of the property or the value of the property that, upon withdrawal or exclusion from a non-commercial partnership of its member, or in the liquidation of a non-profit partnership, is entitled to receive its member, who was a member of the society transformed into this non-profit partnership; 4) a list of members of the audit commission, or An indication of the auditor of the legal entity, if any Federal laws provide for the existence of an audit commission or auditor and the establishment of an audit commission, or the election of an auditor is the responsibility of the highest authority of the institution to be established; 5) a list of members of the [ [ collegiating executive body]] of the legal entity, if, in accordance with federal laws, the charter of such a legal person provides for the existence of a collegiating executive body and its education administered by the highest authority (6) a person acting as the sole executive body of the legal entity; 7) a list of members of a different body (excluding the general meeting of the participants of the economic society) or the members of the non-profit partnership) of the legal person, if, in accordance with federal laws, the charter of the legal person to be created provides for the existence of a different body and its education is reserved for the highest authority the management of the legal person; 8) "Approval of the transmission of the act of transmission; 9) the approval of the constituent documents of the established legal person with the constituent instrument."; in) to supplement paragraph 3-1 of the following table of contents: " 3-1. The decision to reorganize a society in the form of a transformation may include an indication of the auditor of the legal person created by the reorganization of the society in the form of transformation, and other particulars of the persons referred to in paragraphs 4 to 7 of paragraph 3 of this article, Other provisions that are not contrary to federal law on the reorganization of society. "; 10), article 29: a), add the following: " 3. The decision to reduce the share capital of society by reducing the nominal value of the shares may provide for the payment to all shareholders of the society of money and (or) transfer of the securities of the emissive securities held by the company. by another legal entity. In this case, the solution must be defined: value to which the authorized capital of the society is reduced; categories (types) of shares whose nominal value is reduced and the value for which the nominal value is reduced each share; the nominal value of the stock of each category (type) after it is reduced; the sum of money payable to the shareholders of the society when the nominal value of each share is reduced, and (or) the quantity, type, type (s) of emissive securities to be transferred to the shareholders of the society when the nominal value of each share is reduced. The decision to reduce the share capital of society by reducing the nominal value of the company's shares is taken by the general meeting of the shareholders of the society by a three-fourths majority of shareholders-owners of voting shares, taking part in the general meeting of the shareholders of the society, only on the proposal of the board of directors (supervisory board) of the society. The decision to reduce the share capital of society by reducing the nominal value of the company's shares with the transfer to the shareholders of the emissive securities should provide for the transfer to each shareholder of the society of securities The same category (s) issued by the same issuer and the number of which is an integer and is proportional to the amount by which the nominal value of the shareholder's shares is reduced. In the event that the requirement cannot be met, the decision of the General Shareholders Meeting in accordance with this paragraph shall not be executed. If the emissive securities acquired in accordance with the present paragraph by the shareholders of the society are the shares of another society, the decision to reduce the statutory capital of the society adopted under this paragraph for the purposes of The fulfilment of this requirement may take into account the results of the consolidation or fragmentation of the shares of another society which were not implemented at the time of the decision. The ratio of the value to which the authorized capital of society decreases, the amount of the authorized capital of the society before it is reduced cannot be less the ratio of the sum of the money and/or total value of the company to the society the shareholders of the society of the emissive securities to the size of the company's net assets. The value of the public's emissive securities and the size of the company's net assets are determined according to the accounting records of the society at the reporting date for the last quarter preceding the quarter, during which the Board of Directors The society has decided to convene a general meeting of the shareholders of the society, the agenda of which contains the issue of reducing the share capital of the society. Documents for the state registration of changes and additions to the tired society and related to the reduction of its authorized capital in accordance with the rules of this paragraph shall be submitted by the society to the body exercising State registration of legal entities, not earlier than 90 days from the moment of the decision on reduction of the authorized capital of the society. List of persons entitled to receive money and/or acquired shareholders in society on the basis of a decision to reduce the share capital of the society by reducing the face value of equities equities, is established on the date of the state registration of changes and additions to the tired society and related to the reduction of its authorized capital. In the event that the decision to reduce the share capital of society is taken in the light of the consolidation or fragmentation of the shares of another society, the list of persons entitled to receive money and/or the shareholders of the stock company A different society, in accordance with this paragraph, is drawn up at the date of the State registration of the report on the results of the issuance of shares of another society, placed during consolidation or fragmentation. The decision on consolidation or fragmentation of the shares of another society and the decision to reduce the share capital of the society can be taken simultaneously. In order to compile the list of persons, the nominal shareholder shall provide data on the persons for whom he owns the shares. "; b) to supplement paragraph 4 with the following: " 4. Society may not decide to reduce the authorized capital in accordance with the rules of paragraph 3 of this article in the following cases: until the full payment of all its authorized capital; until the time of the purchase of all "If on the day of the adoption of such a decision it meets the signs of insolvency (bankruptcy) in accordance with the laws of the Russian Federation" The insolvency representative (bankruptcy) or if the indications are as a result of the payment of cash and (or) alienation of securities in accordance with the rules of paragraph 3 of this article; if the value of its net assets is less than the amount of its net assets The authorized capital, reserve fund and excess over the nominal value of the company's charter capital, reserve fund and excess over The nominal value of the salvage value of the charters determined by the charter of the society Privileged shares as a result of payments made in accordance with the rules of paragraph 3 of this article of this article; payment of monies and (or) alienation of securities; until the time of full payment of the declared but the unpaid dividends, including the outstanding accumulated dividends on the cumulative preferred shares; in other federal cases under federal law. "; in), supplement paragraph 5 with the following: " 5. The society shall not be entitled to pay monetary funds and/or to dispose of the securities in accordance with the rules of paragraph 3 of this article in the following cases: if it satisfies the day of insolvency (bankruptcy) in accordance with the laws of the Russian Federation on insolvency (bankruptcy), or if the evidence appears to have been made as a result of the payment of the money and the payments made in accordance with the provisions of paragraph 3 of this article. (or) alienation of securities; if, on the day of payment, the value Its net assets are lower than the amount of its authorized capital, reserve fund and excess over the nominal value of the society's liquidation value of the allocated preferred shares, or will be less than the amount specified as a result In accordance with the provisions of paragraph 3 of this article, payment of monies and (or) disposition of securities; in other cases provided for by federal law. Following the termination of the second to fourth paragraph of this paragraph, the society is obliged to pay to the shareholders of the company money and/or to provide them with securities. "; 11) paragraph 5 of paragraph 1 Article 34 should read: " Stocks, which have taken over from society, do not grant the right to vote, shall not be counted in the calculation of votes, no dividend shall be paid. In this case, within one year of their acquisition, the society is obliged to decide to reduce its authorized capital or to pay the statutory capital on the basis of a decision of the board of directors (supervisory board) of the society to implement the acquired shares at a price not lower than their market value. If the market value of the shares is lower than their nominal value, these shares must be sold at a price not lower than their nominal value. If the shares are not realized by society within one year after their acquisition, the society is obliged to decide within a reasonable time to reduce its authorized capital by repaying such shares. If, within the time stipulated in this article, the society does not decide to reduce its authorized capital, the body conducting the State registration of legal entities or other state bodies or bodies of local self-government, that the right to bring such a claim under federal law has the right to bring a demand for the liquidation of the society to the court. "; 12) article 35: (a) to supplement paragraph 7 with the following: " 7. The board of directors (the supervisory board) has the right to propose to the general meeting of shareholders to reduce the statutory power of the society to a value that is less than the value of its net assets, if the value of net assets is the result of the audit society has been less than its authorized capital. In this case, the decision of the board of directors (supervisory board) of the society on such a proposal should be adopted unanimously by all members of the board of directors (supervisory board) of the society. The votes of the outgoing members of the board of directors (supervisory board) of the society shall not be taken into account. Society is obliged to reduce the authorized capital within a reasonable time after the general meeting of shareholders of the decision to reduce the authorized capital by a three-fourths majority of shareholders-owners of voting shares participating in the general public. shareholders ' meeting. "; b) to supplement paragraph 8 with the following: " 8. If, in the case provided for in paragraph 7 of this article, a society within a reasonable period of time does not reduce its authorized capital, the body conducting the State registration of legal persons or other state bodies or bodies of local self-government, in which federal laws have the right to demand the society to reduce the size of its authorized capital, have the right to bring such a claim to court. "; 13) (Spaced by Federal Law dated 29.06.2015 EN 210-FZ) 14) in article 48, paragraph 1, of article 48, the words "holding companies," delete; 15), to supplement paragraph 8 with the following: " 8. The decision on each of the issues referred to in article 48, paragraphs 2, 6, 7, 14, paragraph 1, of this Federal Act may contain an indication of the time limit at which such a decision is not enforceable. The current period ends with the following: State registration of one of the societies created by the reorganization of the society in the form of division-for the decision of the General Shareholders Meeting on the reorganization of the society in the form of division; { \cs6\f1\cf6\lang1024 } Public { \cs6\f1\cf6\lang1024 } { \b } { \cs6\f1\cf6\lang1024 } { \b } { \cs6\f1\cf6\lang1024 } { \b } } { \cs6\f1\cf6\lang1024 } { \b } joining { \cs6\f1\cf6\lang1024 } { \b } } the registration of a legal entity created by the reorganization of the society- for the decision of the general meeting of shareholders on the reorganization of the society in the form of fusion, allocation or conversion; state registration of issue (additional issue) of securities-for the decision of the general shareholders ' meeting on the increase the share capital of the society by increasing the nominal value of the shares or the placement of additional shares, the decision of the general meeting of shareholders to reduce the share capital of the society by reducing the nominal value of the shares or the decision of the whole shareholders ' meeting on fragmentation or consolidation of stocks; acquisitions of at least one share-for the decision of the general meeting of shareholders to reduce the share capital of the society by acquiring a part of their own shares in order to reduce their total quantity, either by redemption of acquired or stocks purchased by society. The decision of the General Shareholders Meeting on the reorganization of the society in the form of an allocation may be subject to a time limit beyond which such a decision is not enforceable against the society being created or the societies to be created, State registration of which has not been carried out during this period. In this case, the reorganization of the society in the form of an allocation shall be deemed to have been completed from the time of the State registration for the period stipulated by this paragraph, the last society of the societies created by such reorganization. "; 16) (Spconsumed by Federal Law of 21 December 2013) N 379-FZ) 17) Paragraph 1 of Article 52, paragraph 1, amend to read: " In the cases referred to in article 53, paragraphs 2 and 8 of this Federal Law, the holding of an extraordinary general meeting The shareholders should be made at least 70 days before the date of the event. "; 18) in article 53: (a), after the words" the name "is supplemented by the words" and the identification document (series and (or) number of the document, the date and place of his/her issuance, the issuing authority, "; b) to supplement the paragraph 8 reading: " 8. In the event that the proposed agenda of the general meeting of shareholders contains the question of the reorganization of the society in the form of a merger, allocation or division, and the question of electing the board of directors (supervisory board) of the society by way of Reorganization in the form of a merger, allocation or division, a shareholder or shareholder, who, in aggregate, owners of not less than 2 per cent of the voting shares of the reorganized society, has the right to nominate candidates for the board of directors (observation post Board) of the Society, its collegiative executive body, A commission or a candidate for auditors, whose number may not exceed the size of the relevant body referred to in the communication of the general meeting of the shareholders of the society in accordance with the draft charter of the society being established, as well as the number of candidates nominate a candidate for the post of the sole executive body of the society being established. If the proposed agenda of the general meeting of shareholders contains the issue of reorganization of the society in the form of a merger, the shareholder or shareholders, which are collectively owned by not less than 2 per cent of voting shares in the reorganized society, has the right to nominate candidates for election to the board of directors (supervisory board) created by restructuring in the form of a merger of the society, the number of which cannot exceed the number of members elected by the respective society of the board of directors (supervisory board) of the society to be established Reports of the general meeting of the shareholders of the society in accordance with the merger agreement. Proposals for nomination of candidates should be submitted to the reorganized society no later than 45 days before the day of the general meeting of shareholders of the society being reorganized. Decision on the inclusion of persons nominated by shareholders or the board of directors (supervisory board) of the reorganised society by candidates, on the list of members of a collegiating executive body, an audit commission or a decision on approval The auditor and the approval of a person exercising the function of the sole executive organ of each society, constituted by reorganization, in the form of a merger, division or selection, shall be adopted by a three-fourths majority vote of the members of the board The directors (supervisory board) of the society being reorganized. The votes of the outgoing members of the board (supervisory board) of that society shall not be taken into account. "; 19) in the third paragraph of article 57, paragraph 1, of the words" (name or name, place of residence or location, passport data) " Replace the words "(for a natural person-the name, the data of the identification document (series and (or) the document number, the date and place of its issuance, the issuing authority), the legal person-the name, the location of the location)"; Article 65, paragraph 1, to be supplemented with sub-paragraph 17-1 as follows: " 17-1) to decide on the participation and termination of the participation of society in other organizations (with the exception of the organizations referred to in article 48, paragraph 1 (18) of this Federal Law), if the charter of the society is not within the competence of the society of the executive organs of the society; "; 21), article 66, paragraph 1, should be supplemented with the following paragraph: " Election of the members of the board of directors (supervisory board) of the society created by reorganization shall be carried out taking into account characteristics contained in chapter II of this Federal law. "; 22) paragraph 3 of article 69 to be supplemented with the following paragraph: " A society whose sole executive authority is transferred to the governing organization or manager, acquires civil rights and shall assume civil duties through the administering organization or the administering authority, in accordance with article 53, first paragraph 1, paragraph 1, of the Civil Code of the Russian Federation. "; 23) in the second sentence of paragraph 2 of the article 72 words "at their market value" should be replaced by " at the price not lower than market value "; 24) in the second paragraph of article 75, paragraph 1, the words" paragraph 2 "should be replaced by the words" paragraph 3 "; 25) in article 76: (a) in paragraph 3: the first paragraph should read: " 3. The shareholder's demand for the redemption of its shares is directed in writing to the company, indicating the place of residence (the location) of the shareholder and the number of shares it demands. The signature of the shareholder-the individual, as well as his representative, to the shareholder's request for the buyback of the shares he owns and the withdrawal of the claim must be certified by the notary or the holder of the registry of the company's shareholders. "; add the following paragraph: " From the moment the society receives the shareholder's demand to buy back its shares up to the date of the society's registry of the transfer of ownership of the occupation into to the public or to the time the shareholder withdraws the demand for the buy-back of these shares is not entitled to deal with the alienation or encumment of these shares of the transaction with third parties, as the holder of the registry is recorded in the register of the company's shareholders. A review of the shareholder's demand for the buyback of the shares he owns must be submitted to the public within the time required by the second paragraph of this paragraph. "; (b) paragraph 4 should be redrafted to read: " 4. At the end of the period specified in paragraph 2 of paragraph 3 of this article, the public is obliged to buy shares from shareholders who have made a demand for their ransom within 30 days. The Board of Directors (Supervisory Board) of the Society, no later than 50 days from the day of the decision by the general meeting of the shareholders of the society, approves the report of the shareholders ' claims for the purchase of the owned The names of the shares. The holder of the register of the company's shareholders enters the register on the transfer of ownership of the occupation to society on the basis of a report on the results of the presentation of the report by the board of directors (supervisory board) of the society shareholders or shareholders of the requirements for the buyback of their shares, and on the basis of shareholder or shareholders ' demands to buy back their shares, as well as documents confirming the company's performance in the payment of cash. shareholders or shareholders who have submitted claims for the payment of their own "; , paragraph 6, amend to read: " 6. The shares purchased by the public are at its disposal. The said actions do not grant the right to vote, are not taken into account in the calculation of votes, they are not paid dividends. These actions must be realized at a price not lower than their market value no later than one year from the date of the transfer of the ownership to the society, otherwise the general meeting of shareholders must decide to reduce the charter capital of the society by repaying the listed shares. "; 26) in article 77: (a) the title should read: " Article 77. Determination of the price (monetary valuation) of property "; b", paragraph 1 should be added to the following paragraph: " If the number of non-interested directors is less than a certain quorum for a meeting of the Board The directors (supervisory board) of the society and (or) if all members of the board of directors (supervisory board) of the society are not independent directors, the price (monetary valuation) of the property may be determined by the decision of the General Shareholders Meeting, under article 83, paragraph 4, of the Federal law. "; (c) paragraph 2, paragraph 2, after the words" Engaging an independent assessor "with the words" to determine the market value ", replace the word" provided "with the words" if expressly provided for "; g) Paragraph 3 should read: " 3. In the case of 2 to 50 per cent of the voting shares of the society are the State and/or the municipal education and the determination of the price (monetary valuation) of the property, the price of the emissive securities of the society, the price of the buyback The public shares (hereinafter referred to as the price of facilities) in accordance with this article shall be carried out by the board of directors (supervisory board) of the society, and the notification of the federal executive authority approved by the Government is obligatory. OF THE PRESIDENT OF THE RUSSIAN FEDERATION The directors (supervisory board) of the society of the decision on the determination of the price of objects. The authorized body within three working days from the date of the decision by the board of directors (the supervisory board) of the decision on the determination of the price of objects shall be submitted: copy of the decision of the board of directors (a) A copy of the valuation assessment report, if it is used to determine the price of facilities under this Federal Law, and otherwise cases where an evaluator was involved to determine the price of the objects; other Documents (copies of documents) containing information on the determination of the price of the objects prepared by the society, its shareholders or the counterparty of the society, in case the involvement of the appraiser is not in accordance with this Federal Law was not required to determine the price of the objects. The competent authority, within 20 days from the date of receipt of the said documents, is entitled to submit a reasoned opinion to the society. The Authorized Body reviews the submitted documents and performs a compliance check: evaluation report prepared by the evaluator, evaluation standards and performance legislation; Decisions of the board of directors (supervisory board) of the society on the determination of the price of objects at established market prices for similar facilities in cases where, according to the present Federal Law, the involvement of the appraiser is not obligatory. The authorised body's opinion is sent to: Society in case of a decision by the authorized authority to dissociate the price of objects decided by the board of directors (supervisory board) society, in accordance with this article, without the involvement of the evaluator, the prevailing market prices of similar facilities. If such opinion is received, the board of directors (the supervisory board) shall decide to refuse the transaction or make a decision on the determination of the price of the objects with the obligatory involvement of the appraiser and the observance of the order, of the present article; Self-regulating organization of appraisers, of which the evaluator is a member who carried out the assessment, in the event that the authorized body decides that the evaluation report prepared by the assessor does not comply, Evaluation standards and legislation on evaluation activities Self-regulating assessment report. The judgement of the authorized body may be challenged in court by the claim of the public. In the case of a self-regulating organization of the assessors of a reasoned opinion, the authorized body shall issue a stay of execution of the decision of the board of directors (supervisory board) of the society on the determination of the price At the time of the examination of the relevant assessment report and at the same time the society notifies the society of the treatment of the self-regulating organization of the assessors for such examination with the application of the said regulation and a copy of the of a reasoned opinion. The Self-Evaluated Organization of Appraisers conducts such examinations and, as a result, sends an opinion to the authorized body and society within a period not exceeding 20 days from the date of receipt of the reasoned opinion. In the case of a self-regulating organization of appraisers, as a result of a negative opinion, the price of facilities determined by the board of directors (the supervisory board) of the society in accordance with this article shall be deemed to be unreliable. The competent authority has the right to challenge the results of the forensic examination. In the event that the authorized body has not sent a conclusion to the society within the time limit set out in this article, the price of the objects shall be deemed credible and recommended for the transaction. A transaction that has been committed by a society in violation of the procedure established by this article, or whose price is in accordance with this paragraph, may be declared invalid at the request of the authorized body in the case of within six months from the date on which the authorized body learned or should have heard of the transaction. The Court, taking into account all the circumstances of the case, has the right to refuse to declare a transaction invalid if it is proved by the public that the violations are not material and that the transaction did not cause damage to society, State and (or) municipal education. "; 27) in paragraph 6 of article 81, paragraph 2, of the word" if the other society participating in the merger (accession) is owned by more than three quarters of all voting shares " paragraph 1 (c) of article 85 of article 85 of the Constitution). , to read: "The election of the members of the Audit Commission or of the Auditor of the Society shall be carried out taking into account the characteristics of chapter II of this Federal Law.". Article 2 1. Provisions of the Federal Act of 26 December 1995 No. 208-FZ "On joint-stock companies" (as amended by the present Federal Law) Joint stock companies do not apply to the reorganization of joint-stock companies, the decisions on which were taken by the general shareholders ' assemblies before the entry into force of this Federal Law. 2. In accordance with the provisions of the legislation of the Russian Federation, the reorganization of the aforementioned articles of joint-stock companies is carried out in the order and on the terms and conditions approved by the general assemblies of the shareholders of these companies and in accordance with the provisions of the legislation of the Russian Federation, In effect on the date of adoption by the general assemblies of the shareholders of the societies of reorganization decisions. Article 3 1. This Federal Law shall enter into force 10 days after the date of its official publication, with the exception of article 1, paragraph 26, subparagraph 26, of this Federal Act. 2. Subparagraph (g) of article 1, paragraph 26, of this Federal Act shall enter into force on 1 July 2007. President of the Russian Federation Vladimir Putin Moscow, Kremlin 27 July 2006 N 146-FZ