On Amendments To The Federal Law "on Joint Stock Companies"

Original Language Title: О внесении изменений в Федеральный закон "Об акционерных обществах"

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RUSSIAN FEDERATION FEDERAL LAW on amendments to the Federal law "on joint stock companies adopted by the State Duma July 7, 2006 year approved by the Federation Council July 14, 2006 year (as amended by the federal laws of 21.12.2013 N 379-FZ;
from 29.06.2015 N 210-FZ) Article 1 amend the Federal law of December 26, 1995, N 208-FZ "about joint-stock societies" (collection of laws of the Russian Federation, 1996, no. 1, p. 1; 1999, N 22, art. 2672; 2001, no. 33, art. 3423; 2002, N 12, art. 1093; (N) 45, St. 4436; 2003, N 9, art. 805; 2004, N 11, art. 913; 2006, N 1, art. 5, 19) as follows: 1) in article 9: (a)) paragraph 2 shall be amended as follows: "2. The decision to establish the society shall contain the results of the vote founders and their decisions on the establishment of the society, approval of the company's Charter, the election of the managing bodies of the company, internal audit Commission (internal auditor) of the company.";
b) paragraph 4 shall be amended as follows: "4. The election of the managing bodies of the company, the internal audit Commission (internal auditor) of the company, as well as in the case provided for in this paragraph, the approval of the auditor of the company founders society is carried out by a three-fourths majority of the votes, which are subject to placement among the founders ' shares.
Establishing the company founders can approve the auditor of the company. In this case, the decision on the establishment of the society shall contain the results of the vote founders society and adopted by the founders of the decision approving the auditor of the company. ";
2) in article 12: (a)) in paragraph 1, the words "paragraphs 2-5" were replaced by the words "paragraphs 2-6";
b) paragraph 2 shall be amended as follows: "2. the amendment of the articles of Association amendments and additions, including developments related to the increase in the Charter capital of the company, carried out as a result of placement of shares on the basis of the decision of the general shareholders ' meeting on the increase of the Charter capital of the company or the Board of Directors (Supervisory Board), if, in accordance with the Charter of the latter shall have the right to take such a decision on the basis of the decision of the general meeting of shareholders to reduce the authorized capital by reducing the nominal value of the shares, a decision based on which the placement and positioning of emissive securities convertible to shares, and a report on the outcome of the registered shares issued or, if in accordance with federal law the procedure for issue of shares does not provide the State registration of the report on the outcome of the issue of shares, extracts from the State Register of securities. With the increase of the Charter capital of a company by way of placement of additional shares of the share capital is increased by the amount of the nominal value placed additional shares and the number of authorized shares of certain categories and types is decremented by the number of deployed additional shares of certain categories and types. ";
in) paragraph 3 shall be amended as follows: "3. Amendment of the articles of Association amendments and additions related to the reduction of the Charter capital of the company by acquiring shares in the company to their maturity, is carried out on the basis of the decision of the general meeting of shareholders of such reduction and approved by the Board of Directors (Supervisory Board) report on results of the acquisition of shares. Amendment of the articles of Association amendments and additions related to the reduction of the Charter capital of the company by way of repaying society owned its own shares in cases stipulated by this federal law, shall be carried out on the basis of the decision of the general meeting of shareholders of such reduction and approved by the Board of Directors (Supervisory Board) report on the outcome of the redemption of shares. In these cases, the authorized capital of the company is reduced by the amount of the nominal value of the cancelled shares. ";
g) shall be amended with paragraph 6 to read as follows: "6. the amendment of the articles of Association amendments and additions into the part specifying the size of its share capital, including the number of outstanding shares is based on the results of placement of shares at the time of creation of the company by way of reorganization in the form of a merger on the basis of agreement on merger and registered the report about results of issuing shares placed to create the society.";
3) article 15:6) and supplemented by a paragraph reading: "deed, the Division balance sheet must contain provisions on legal succession of all obligations of the reorganized society on all its creditors and debtors, including the disputed obligations, and the procedure for determining the succession due to changes in species composition, the value of the property of reorganized society, as well as in connection with the emergence, change and termination of the rights and duties of the reorganized society that may occur after the date on which drafted deed, the Division balance sheet. ";
b) shall be amended with paragraph 7 to read as follows:

"7. the Merger Treaty, Treaty of accession or the decision on reorganization of the company in the form of separation, separation, transformation, there may be a special order of the society of individual transactions by the restructured and (or) types of transactions or the ban on them since the decision to reorganize the company and until its completion. A transaction made in violation of specified special order or injunction may be invalidated on the suit of the reorganized society and (or) reorganized societies, as well as shareholder of the reorganized society and (or) reorganized societies was established at the time of the transaction.
In respect of the persons referred to in subparagraphs 5-7 Item 3 of article 16, subparagraphs 4-6 of paragraph 3 of article 18, subparagraphs 4-6 of paragraph 3 of article 19, subparagraphs 4-20, paragraph 3 of article 7 of this federal law, the merger agreement or a decision on the reorganization of the company in the form of separation, separation, transformation must contain: name, data of identity document (series and (or) document number, date and place of issue the authority which issued the document)-for individuals;
name, information about the location-for managing organization if such agreement or decision provides for the transfer of powers vested in company sole executive body created through the reorganization of the management of the organization.
If the merger agreement or a decision on the reorganization of the company in the form of separation, separation, transformation, provided the indication on the auditor of the society being created or generated by societies, such agreement or decision must contain: name, location information for the auditing organization;
name, data of identity document (series and (or) document number, date and place of issuance, the authority which issued the document)-for businessman carrying out audit activity without formation of the legal person. ";
4) article 16: (a)) paragraph 2 shall be amended as follows: "2. The society involved in a merger, entering into the merger agreement. Board of Directors (Supervisory Board) of each company involved in a merger, for decision by the general meeting of shareholders of each such society, the issue of reorganization in the form of mergers, as well as the question of the election of members of the Board of Directors (Supervisory Board), created by the merger.
General shareholders ' meeting of each company involved in the merger, decides on the question of the reorganization of each such society in the form of mergers, including the adoption of the Merger Treaty, corresponding deed of company involved in a merger, and the Charter of the company, created by the reorganization in the form of mergers, as well as taking decision on the election of the members of the Board of Directors (Supervisory Board) of the society in an amount prescribed by the draft Treaty on the merger for each society involved in a merger, if the Charter created the society in accordance with this federal law does not provide for the exercise of the functions of the Board of Directors (Supervisory Board) the general meeting of shareholders of the society being created this society. The ratio of the number of members of the Board of Directors (Supervisory Board) of the society elected by each society involved in a merger, the total number of members of the Board of Directors (Supervisory Board) of the society should be in proportion to the ratio of the number of shares created society to be placing among the shareholders of the relevant company involved in a merger, the total number of offerings to be created in society. Calculated in accordance with this paragraph, the number of members of the Board of Directors (Supervisory Board) of the society elected by each society involved in a merger, is rounded to the nearest whole number in accordance with the existing procedure of rounding. ";
b) paragraph 3 shall be amended as follows: "3. The merger agreement must contain: 1) the name, information about the location of each company involved in the merger, as well as the name, information about the location of the company being established by reorganization in the form of merger;
2) procedure and conditions for the merger;
3) order conversion of shares of each company involved in the merger, shares created society and ratio (ratio) of the conversion of shares of such companies;
4) an indication of the number of members of the Board of Directors (Supervisory Board) of the society elected by each society involved in a merger, if the Charter created the society in accordance with this federal law does not provide for the exercise of the functions of the Board of Directors (Supervisory Board) of the society general meeting of the shareholders of the company;
5) list of members of the auditing Commission or auditor generated indication of society;
6) list of members of the collegial executive body created society, if the Charter created a society has a collective executive body, and his education is related to the competence of the general meeting of shareholders;

7) indication of the person exercising the functions of the individual executive body of the society being created;
8) name, information about the location of the professional participant of securities market for carrying out activities maintenance of register of owners of registered securities created company (hereinafter Registrar) if in accordance with federal law, shareholders register created in society should be carried out by the Registrar. ";
in Supplement 3-point) 1 to read as follows: "3-1. The merger agreement may contain an indication on the auditor of the society created by the reorganization in the form of mergers, Registrar created society, specifying delegations of authority of the individual executive body of the society created the ruling organisation or the Manager, other data on persons referred to in subparagraphs 5-7 paragraph 3 of the present article, to other provisions on the reorganization, which do not contradict federal laws. ";
5) article 17: (a)) paragraph 2 shall be amended as follows: "2. The acquired company and society, to which you are joining, sign an agreement on accession.
Board of Directors (Supervisory Board) of each company involved in accession, to address the general meeting of shareholders of each such society, the issue of reorganization in the form of accession. Board of Directors (Supervisory Board) of a company to which you are attaching, make also for decisions by the general meeting of shareholders of such a society to other issues if this is provided for by the Treaty of accession.
General meeting of shareholders of the company to which you are attaching, decides on the question of reorganization in the form of accession, including the adoption of the Treaty of accession, and also decides on other matters (including decision on amendments and additions to the Charter of a society), if this is provided for by the Treaty of accession. The general meeting of the shareholders of the acquired company decides on the question of reorganization in the form of accession, including the adoption of the Treaty of accession, the corresponding deed. ";
b) paragraph 3 shall be amended as follows: "3. The accession agreement shall contain: 1) the name, information about the location of each company involved in accession;
2) order and terms of accession;
3) order conversion of shares of the acquired company into shares of the company to which you are joining and ratio (ratio) of the conversion of shares of such societies. ";
in Supplement 3-point) 1 to read as follows: "3-1. The accession agreement may contain a list of changes and additions to the articles of Association of the company to which you are joining other provisions on the reorganization, which do not contradict federal laws. ";
g) paragraph 4 shall be amended as follows: "4. Upon accession the society repaid: 1) own shares owned by prisoedinjaemomu society;
2) shares of the acquired company is owned by the society, to which you are attaching;
3) belonging to the society of prisoedinjaemomu shares of the company to which you are attaching, if this is provided for by the Treaty of accession. ";
d) shall be amended with paragraph 4-1 to read as follows: "4-1. If own shares held by the society to which the accession was made shall not be redeemable in accordance with subparagraph 3 of paragraph 4 of this article, such shares do not give right to vote shall not be taken into account when counting the votes, they do not accrue dividends. Such actions must be implemented in society at a price not lower than market value and no later than one year after their acquisition by the company, the company shall otherwise decide to decrease its Charter capital by redemption of such shares. ";
6) article 18: (a)) paragraph 2 shall be amended as follows: "2. the Board of Directors (Supervisory Board), reorganized in the form of Division of society makes for the decision of the general meeting of shareholders of such a society, the issue of reorganization in the form of separation, as well as the issue of electing the Board of Directors (Supervisory Board) of each company being established as a result of the dissolution, unless the Charter of the respective society being created in accordance with this federal law does not provide for the exercise of the functions of the Board of Directors (Supervisory Board) the general meeting of shareholders of the company.";
b) paragraph 3 shall be amended as follows: "3. the general meeting of shareholders in the form of a reorganized Division of society on the reorganization of the company in the form of separation takes the decision about reorganization of society, which should contain: 1) the name, information about the location of each society, generated by the reorganization in the form of separation;
2) procedure and conditions of Division;
3) order conversion of shares of the reorganized society in every society shares and ratio (ratio) of the conversion of shares of such companies;
4) list of members of the auditing Commission or indication of every auditor of the society;

5) list of members of the collegial executive body every society if the Charter corresponding generated society has a collective executive body, and his education is related to the competence of the general meeting of shareholders;
6) specifying a person exercising the functions of the individual executive body of every society;
7) approving the separation balance with the application of the separation balance sheet;
8) adopting the Statute of every society with the application of the Charter every society;
9) name, information about the location of the Registrar every society if, in accordance with federal law, maintaining the register of shareholders of the society should be carried out by the Registrar. ";
in Supplement 3-point) 1 to read as follows: "3-1. The decision about reorganization in the form of separation may contain an indication on the auditor of the society created by the reorganization in the form of a Division Registrar created society, specifying delegations of authority of the individual executive body of the society created the ruling organisation or the Manager, other data on persons referred to in subparagraphs 4-6 paragraph 3 of the present article, to other provisions on the reorganization, which do not contradict federal laws. ";
g) shall be amended with paragraph 3-2 as follows: "3-2. Election of Board of Directors (Supervisory Board) of each company being established by reorganization in the form of separation, is carried out by the shareholders of the reorganized society, among which are in accordance with the decision on reorganization of the company must be placed ordinary shares corresponding to a created society, as well as shareholders-owners of preferred shares of the reorganized society (which at the time of adoption of the decision on reorganization of the company voting shares, in accordance with paragraph 5 of article 32 of this federal law) among which, in accordance with the decision on reorganization of society should be placed preference shares of the respective society created. ";
d) supplement paragraph 3-3 as follows: "3-3. Each shareholder of the reorganized society, who had voted against the adoption of the decision on reorganization or who was not involved in the vote on the reorganization of the company, should get shares every created through the reorganization of the Division of society, providing the same rights as its shares of the reorganized society in proportion to their number. ";
7) article 19: a) paragraph 2 shall be amended as follows: "2. the Board of Directors (Supervisory Board) reorganized in the form of the allocation of society makes for the decision of the general meeting of shareholders of such a society, the issue of reorganization in the form of selection, as well as the issue of electing the Board of Directors (Supervisory Board) of each company being established by reorganization in the form of selection if appropriate Charter created the society in accordance with this federal law does not provide for the exercise of the functions of the Board of Directors (Supervisory Board) the general meeting of shareholders of the company.";
b) paragraph 3 shall be amended as follows: "3. the general meeting of shareholders is being reorganized in the form of the allocation of the society on the issue of reorganization in the form of selection takes the decision about reorganization of society, which should contain: 1) the name, information about the location of each society, generated by the reorganization in the form of selection;
2) selection procedures and conditions;
3) placement of shares of every society (conversion of the shares of the reorganized society created in the action society, the distribution of shares among shareholders created the reorganized society, purchase of shares generated by the restructured themselves society society), the procedure for such properties, and in the case of conversion of the shares of the reorganized society created in the action society-ratio (ratio) of the conversion of shares of such companies;
4) list of members of the auditing Commission or indication of every auditor of the society;
5) list of members of the collegial executive body every society if the Charter corresponding generated society has a collective executive body, and his education is related to the competence of the general meeting of shareholders;
6) specifying a person exercising the functions of the individual executive body of every society;
7) approving the separation balance with the application of the separation balance sheet;
8) adopting the Statute of every society with the application of the Charter every society;
9) name, information about the location of the Registrar of society to be created if, in accordance with federal law, maintaining the register of shareholders of the society should be carried out by the Registrar. ";
in Supplement 3-point) 1 as follows:

"3-1. a decision on the reorganization in the form of the selection may contain an indication on the auditor of the society created by the reorganization in the form of Registrar selection created society, specifying delegations of authority of the individual executive body of the society created the ruling organisation or the Manager, other data on persons referred to in subparagraphs 4-6 paragraph 3 of the present article, to other provisions on the reorganization, which do not contradict federal laws.";
g) shall be amended with paragraph 3-2 as follows: "3-2. Election of Board of Directors (Supervisory Board) of each company being established by reorganization in the form of the selection is done by the shareholders of the reorganized society, among which are in accordance with the decision on reorganization of the company must be placed ordinary shares corresponding to the generated society and shareholders-owners of preferred shares of the reorganized society (which at the time of adoption of the decision on reorganization of the voting shares in accordance with article 32, paragraph 5 hereof), among which are in accordance with the decision on reorganization of the company must be placed preference shares of the corresponding generated society.
If in accordance with the decision on reorganization of the company in the form of the allocation of the sole shareholder of the society being created will be reorganized society, election of Board of Directors (Supervisory Board) of the society is carried out by the shareholders of the reorganized society. ";
d) supplement paragraph 3-3 as follows: "3-3. If the decision on reorganization of the company in the form of the allocation provided for the conversion of shares of the reorganized society created in the action of the society or the distribution of shares among shareholders created the reorganized society, each shareholder of the reorganized society, who had voted against the adoption of the decision on reorganization or who was not involved in the vote on the reorganization of the company, should get shares every society, providing the same rights as its shares of the reorganized society in proportion to their number. ";
8) supplemented by article 19-1 as follows: "article 19-1. Features of partition or the allocation of society carried out simultaneously with or merge with accession 1. By the decision of the general meeting of shareholders on the company's reorganization in the form of separation or discharge may be provided in respect of one or more companies that are created through the reorganization of the Division of selection or position on the simultaneous merger created the company with another company or other societies or on the simultaneous accession created society to another company. In this case, the reorganization is carried out in accordance with the provisions of articles 15-19 of this federal law, unless otherwise provided for in this article.
2. The merger agreement or Treaty of accession is signed on behalf of the company, created through the reorganization of the Division of selection or a person specified by the decision of the general meeting of shareholders of the company, reorganized in accordance with this article in the form of separation or discharge.
3. the Board of Directors (Supervisory Board) of a company, reorganized in accordance with this article in the form of separation or discharge, when making for decisions by the general meeting of shareholders of the issue of reorganization in the form of separation or discharge shall also be given to the reorganization of the company created by the reorganization in the form of Division or allocation, in the form of a merger with another society or other societies, either in the form of joining another company.
4. the general meeting of shareholders of the company, reorganized in accordance with this article in the form of separation, shall adopt, in accordance with articles 16 or 17, and article 18 hereof correspondingly 1 decisions on:) reorganization of society in the form of separation;
2) reorganization of the company, created through the reorganization of the Division, in the form of a merger with another society or other societies, either in the form of joining another company.
5. the general meeting of shareholders of the company, reorganized in accordance with this article in the form of selection shall, in conformity with articles 16 or 17 and article 19 of this federal law, respectively, decisions on: 1) reorganization of the company in the form of selection;
2) reorganization of the company, created through the reorganization of the selection, in the form of a merger with another society or other societies, either in the form of joining another company.

6. The decision of the general meeting of shareholders on the company's reorganization in the form of Division or taken in accordance with this article may be provided by a condition of joining this decision only in cases where the general meeting of shareholders of the reorganized society decided on the simultaneous merger of society created by the reorganization in the form of separation or discharge, with another company or other societies or on the simultaneous accession created society to another company and (or) the general meeting of shareholders of another company or other companies involved in a merger or accession decisions referred to in paragraph 2 of article 16 or article 17, paragraph 2 of the present Federal law.
7. Emission of securities company being established by reorganization in the form of separation or discharge in accordance with this article shall be exercised without government registration editions of its securities and State registration of reports on the results of their release. Attribution to the State of registration or identification number of such securities issues is carried out by the registration authority simultaneously with State registration of issue (additional issue) issue securities, placed at the confluence of the society being created with another society or other societies or accession created society to another company in the manner prescribed by the federal body of executive power for the securities market. If upon accession created society to another society does not provide for the placement of securities of the society to which you are attaching, the attribution of State registration or identification number of the Securities created society is carried out by the registration authority in the manner prescribed by the federal body of executive power for the securities market.
Maintenance of register of owners of securities company being established by reorganization in the form of separation or discharge with its simultaneous merger with another society or other societies or its simultaneous accession to the other company, carried out by the holder of the register of shareholders of the company created by merger, reorganization, or society to which you are attaching.
8. The Division balance sheet, containing provisions on the definition of society created by the reorganization in the form of separation or discharge, the successor of the society reorganized in the form of separation or discharge is the transfer Act, under which the rights and responsibilities of the society reorganized in the form of separation or discharge, shall be transferred to the company created by merger, reorganization, or to the company to which you are attaching the society created by the reorganization in the form of separation or discharge.
9. in the reorganization of the company in the form of separation or selection carried out simultaneously with the reorganization in the form of mergers, reorganization in the form of a merger is considered to be completed from the moment of State registration of the company created by the reorganization in the form of a merger.
Company reorganization in the form of Division or allocation and at the same time in the form of merger reorganization are considered completed from the moment of entering into the unified State registry of legal persons of record about the termination of activities of the society created by the reorganization in the form of separation or discharge. This notation is introduced concurrently with the introduction of the unified State registry of legal persons of record about the State registration of the company created by the reorganization in the form of separation or discharge. In this first entry about the State registration of the company created by the reorganization in the form of separation or discharge, then entry to terminate his activities. ";
9) in article 20: (a)) paragraph 2 shall be amended as follows: "2. the Board of Directors (Supervisory Board), reorganized in the form of transformation of society makes for a decision by the general meeting of shareholders of such a society, the issue of reorganization in the form of conversion.";
b) paragraph 3 shall be amended as follows: "3. the general meeting of shareholders in the form of transformation of the reorganized society on the issue of reorganization in the form of transformation takes a decision on the reorganization, which should contain: 1) the name, information about the location of a legal entity, created by the reorganization of the company in the form of transformation;
2) procedure and conditions of transformation;

3) procedure for Exchange shares on the percentage of participants in the Charter capital of a company with limited liability (additional) or shares of the members of the production cooperative if the transformation of society into a limited liability company (additional) or production cooperative, or procedure for determining the composition of the assets, or the value of the property that when leaving or exclusion of non-commercial partnership of its member or in case of liquidation of non-commercial partnership is entitled to get his cock who is a shareholder of the company, converted to this nonprofit partnership;
4) list of members of the auditing Commission or indication of Auditor, the legal entity to be created if, in accordance with the federal laws statutes created legal persons provided for the existence of its internal audit Commission or the auditor and the education of its internal audit Commission or the election of the auditor assigned to the competence of the supreme body of governance created legal person;
5) list of members of the collegial executive body of the legal person if it is to be created in accordance with the federal laws statutes of such a legal person has a collegial executive body and his education is related to the competence of the supreme body of management of such a legal person;
6) specifying a person exercising the functions of the sole executive body of a legal entity to be created;
7) list of members of the other body (except for the company's General participants ' meeting or a member of the non-profit partnership) created a legal entity if, in accordance with the federal laws statutes created legal persons provided for the existence of a body and his education is related to the competence of the supreme body of governance created legal person;
8) approving the corresponding deed of transfer with the application corresponding deed;
9) approving of constituent documents of a legal entity to be created with the application of constitutive documents. ";
in Supplement 3-point) 1 to read as follows: "3-1. A decision on the reorganization of the company in the form of transformation may contain an indication on the auditor of a legal entity, created by the reorganization of the company in the form of transformation, other data on persons referred to in subparagraphs 4-7 Item 3 of this article, the other does not contravene the provisions of the Federal law on the reorganization of the company. ";
10) article 29: (a)) shall be amended with paragraph 3 to read as follows: "3. The decision to reduce the authorized capital of the company by reducing the nominal value of shares may foresee payment of all shareholders of the company in cash and (or) transfer of them belonging to the society of securities placed by another entity. When this solution must be defined: the amount decreases the authorized capital of the company;
category (type) of shares, the nominal value of which is reduced and the amount by which reduced the par value of each share;
the nominal value of the shares of each category (type) after her decrease;
the amount of money paid to the shareholders of the company at the same time reducing the nominal value of each share, and (or) quantity, type, category (type) of securities, each of which is passed to shareholders of the company at the same time reducing the nominal value of each share.
The decision to reduce the authorized capital of the company by reducing the nominal value of the shares of the company was adopted by the general meeting of shareholders by the majority of three fourths of votes of shareholders-owners of voting shares taking part in the general meeting of shareholders, only on the proposal of the Board of Directors (Supervisory Board).
The decision to reduce the authorized capital of the company by reducing the nominal value of the shares of the company with the transfer of shareholders of securities must provide for the transfer of each shareholder society emissive securities of the same category (type), issued by the same issuer and whose number is an integer, and in proportion to the amount by which reduced the nominal value of the shares to the shareholder-owned. If this requirement cannot be fulfilled, the decision of the general meeting of shareholders adopted in accordance with this paragraph, shall not be subject to execution. If securities, purchased in accordance with this paragraph, the shareholders of the company are the shares of another company, the decision to reduce the authorized capital of the company taken in accordance with this paragraph, in order to comply with the specified requirements can be taken into account the results of the consolidation or fragmentation of shares of another company, had not been implemented at the time of adoption of this decision.

The ratio of the amount that reduces the authorized capital of the company, to the size of the authorized capital stock of the company prior to its reduction may not be less than the relationships obtained shareholders cash and (or) total value acquired by the shareholders of the company issued securities to the size of the company's net assets. The value of securities belonging to the society, and the size of the net assets of the company shall be determined according to accounting society at the balance sheet date for the last quarter preceding the quarter during which the Board of Directors (Supervisory Board) decided to convene a general meeting of shareholders, whose agenda includes the question of reduction of the Charter capital of the company.
Documents for the State registration of changes and additions to the Charter of the company and associated with the reduction of its Charter capital in accordance with the rules of this paragraph shall be submitted to the society, the authority responsible for the State registration of legal entities, no earlier than 90 days from the date of adoption of the decision on reduction of the Charter capital of the company.
List of persons eligible for cash and (or) acquired by the shareholders of the company on the basis of the decision to reduce the authorized capital of the company by reducing the nominal value of shares emissive securities shall be drawn up on the date of State registration of changes and additions to the Charter of the company and associated with the reduction of its share capital. In case a decision on reduction of the Charter capital of the company adopted in the light of the results of consolidation or fragmentation of the shares of another society, the list of persons eligible for cash and (or) acquired by the shareholders of the company the shares of another company in accordance with this paragraph shall be drawn up on the date of State registration of the report on the outcome of the issue of shares of another company, hosted at consolidation or splitting. The decision on the consolidation or splitting of shares of another company and the decision to reduce the authorized capital of the company may be taken at the same time. To compile this list of persons nominal stockholder submits data on persons on whose behalf he owns shares. ";
b) shall be amended with paragraph 4 as follows: "4. the company may not make a decision on reduction of the Charter capital in accordance with the rules of paragraph 3 of this article in the following cases: until full payment of all of its Charter capital;
until the buyout of all shares that must be redeemed in accordance with article 75 of this federal law;
If on the date of such decision, it meets the criteria of insolvency (bankruptcy) in accordance with the legislation of the Russian Federation on Insolvency (bankruptcy) or will meet such criteria as a result of him being carried out in accordance with the rules of paragraph 3 of this article, payments in cash and (or) the alienation of securities;
If on the day when such decision is the value of its net assets is less than the sum of its authorized capital, reserve fund and excess over the nominal value of a particular Charter society resale value of placed preferred shares or less than the sum of its authorized capital, reserve fund and excess over the nominal value of a particular Charter society resale value of placed preferred shares as a result of the carried out in accordance with the rules of paragraph 3 of this article, payments in cash and (or) the alienation of securities;
until full payment of pledges, but unpaid dividends, including unpaid accumulated dividends on cumulative preferred shares;
in the other cases provided for by federal laws. ";
in supplement paragraph 5) as follows: "5. the company may not pay cash and (or) dispose of the securities in accordance with the rules of paragraph 3 of this article in the following cases: If the pay day it meets the criteria of insolvency (bankruptcy) in accordance with the legislation of the Russian Federation on Insolvency (bankruptcy) or will meet such criteria as a result of him being carried out in accordance with the rules of paragraph 3 of this article, payments in cash and (or) the alienation of securities;
If on the date of payment of its net assets value is less than the sum of its authorized capital, reserve fund and excess over the nominal value of a particular Charter society resale value of placed preferred shares or drops below this amount as a result of the carried out in accordance with the rules of paragraph 3 of this article, payments in cash and (or) the alienation of securities;
in the other cases provided for by federal laws.
Upon termination specified in the second through fourth paragraphs of this paragraph the circumstances the company is obliged to pay the shareholders of the company cash and (or) give them securities. ";
11) paragraph five paragraph 1 of article 34 shall be amended as follows:

Shares, ownership of which was transferred to the society, did not grant the right to vote shall not be taken into account when counting the votes, they do not accrue dividends. In this case, within one year from the date of their acquisition of the company shall adopt a decision to decrease its Charter capital or to pay authorized capital based on the decision of the Board of Directors (Supervisory Board) to implement the acquired shares at a price not lower than their market value. If the market value of the shares below their face value, these shares must be sold at a price not lower than their face value. If the shares are not implemented society within one year after their acquisition, the company shall within a reasonable period of time to take action to decrease its Charter capital by redemption of such shares. If provided for by this article shall society decides to decrease its Charter capital, the authority responsible for the State registration of legal entities or other State bodies or local self-government bodies entitled to bring such claims under a federal law, is entitled to present a claim to the Court to liquidate the company. ";
12) article 35: (a)) shall be amended with paragraph 7 to read as follows: "7. the Board of Directors (Supervisory Board) of a company is entitled to propose to the general meeting of shareholders to reduce the Charter capital of a company prior to size, which is less than the value of its net assets, if the results of the audit of the company's net assets value turned out to be less than its Charter capital. In this case, the decision of the Board of Directors (Supervisory Board) on this proposal must be accepted unanimously by all members of the Board of Directors (Supervisory Board). If this does not take into account the votes of the retired members of the Board of Directors (Supervisory Board). The company must reduce its authorized capital within a reasonable period of time after the adoption of the general shareholders meeting decision on reduction of the Charter capital by the majority of three fourths of votes of shareholders-owners of voting shares taking part in the general meeting of the shareholders. ";
b) shall be amended with paragraph 8 to read as follows: "8. If in the case provided for in paragraph 7 of this article, the society within a reasonable period of time to reduce its share capital, the authority responsible for the State registration of legal entities or other State bodies or local self-government bodies, which federal laws requiring the right to compel society to reduce the size of its Charter capital, the Court shall have the right to make such a requirement.";
13) (repealed-federal law 29.06.2015 N 210-FZ) 14) in subparagraph 1 of article 48, paragraph 18, the words "holding companies" should be deleted;
15) article 49 shall be amended with paragraph 8 to read as follows: "8. the decision on each of the issues specified in subparagraphs 2, 6, 7, 14 paragraph 1 of article 48 of this federal law, may contain an indication of the date, after which such a decision would not be enforceable. For a specified period ceases from the moment of State registration: one of societies that are created through the reorganization of the company in the form of Division, for a decision of the general meeting of shareholders on the company's reorganization in the form of separation;
entering into the unified State registry of legal persons of record to cease the activity of the acquired company-to address the general meeting of the shareholders on the company's reorganization in the form of accession;
State registration of a legal entity, created by the reorganization of the company, for the decision of the general meeting of shareholders on the company's reorganization in the form of mergers, spin-offs or transformation;
State registration of issue (additional issue) of securities for the decision of the general meeting of the shareholders to increase the authorized capital by increasing the nominal value of shares or issuing additional shares, the decision of the general meeting of shareholders to reduce the authorized capital of the company by reducing the nominal value of the shares or the decision of the general meeting of shareholders of splitting or consolidation of shares;
purchase at least one stock-for the decision of the general meeting of shareholders to reduce the authorized capital of the company by acquiring part of its own shares in order to reduce their total number either by retirement of acquired or redeemed company shares.
By the decision of the general meeting of shareholders on the company's reorganization in the form of a selection can be made after such a decision is not enforceable against the society that is being created or generated by societies, State registration of which has not been carried out during this period. In this case the company reorganization in the form of selection is considered to be completed from the moment of State registration within the time limit under this paragraph, the last society of societies that are generated by the reorganization. ";
16) (repealed-federal law 21.12.2013 N 379-FZ) 17) second paragraph of paragraph 1 of article 52 shall be amended as follows:

"In the cases provided for in paragraphs 2 and 8 of article 53 hereof, the message to hold an extraordinary general meeting of shareholders shall be made not later than 70 days before the vote.";
18) article 53: (a) paragraph 4), after the word "name" add the words "and data of identity document (series and (or) document number, date and place of issuance, the authority which issued the document);
b) shall be amended with paragraph 8 to read as follows: "8. If the proposed agenda of the general meeting of the shareholders contains the issue of reorganization in the form of mergers, spin-offs or separation and the issue of electing the Board of Directors (Supervisory Board), created by the reorganization in the form of mergers, spin-offs or split, the shareholder or shareholders, who together own at least 2 per cent of the voting shares of the reorganized society the right to nominate candidates for the Board of Directors (Supervisory Board) of the society, its collective executive body of inspectors or auditors of the candidate, whose number may not exceed the number of members of a relevant body, specified in the notification of the general meeting of shareholders in accordance with the draft of the Charter created society, as well as to nominate a candidate for the position of sole executive body created in society.
If the proposed agenda of the general meeting of the shareholders contains the issue of reorganization in the form of mergers, the shareholder or shareholders, who together own at least 2 per cent of the voting shares of the reorganized society, has the right to nominate candidates for election to the Board of Directors (Supervisory Board), created by the merger of reorganization in the form of society, whose number may not exceed the number to be elected by the respective society members of the Board of Directors (Supervisory Board) of the society indicated in the communication on the general meeting of shareholders in accordance with the Treaty on the merger.
Proposals on the nomination of candidates should reach the reorganized society no later than 45 days before the general meeting of shareholders of the reorganized society.
Decision on inclusion of persons nominated by the shareholders or the Board of Directors (Supervisory Board), the reorganized society candidates on the list of members of the company's collective executive body, or the Audit Commission decisions approving the auditor and approving the person carrying out the functions of the individual executive body of each society, generated by the reorganization in the form of merger, separation or discharge, shall be taken by a three-fourths majority vote of the members of the Board of Directors (Supervisory Board), the reorganized society. If this does not take into account the votes of the retired members of the Board of Directors (Supervisory Board) of this society. ";
19) third subparagraph of paragraph 1 of article 57, the words "(name, place of residence or location, passport data)" were replaced by the words "(for physical persons-name, data of identity document (series and (or) document number, date and place of issuance, the authority which issued the document) for legal persons-name, information about the location of)";
20 article 65, paragraph 1) supplemented with subparagraph 17-1 as follows: "17-1) decision-making on participation and participation in other organizations (with the exception of the entities referred to in subparagraph 1 of paragraph 18 of article 48 of the present Federal law), if the Charter of a company is not related to the competence of the executive bodies of the company";
21) paragraph 1 of article 66 paragraph be supplemented as follows: "the election of the members of the Board of Directors (Supervisory Board), created by reorganizing, is based on the characteristics provided for in chapter II of the present Federal Act.";
22) paragraph 3 of article 69 paragraph be supplemented as follows: "society, the powers of sole executive body which passed the ruling organisation or the Manager acquires civil rights and assume civil obligations through a management organisation or in accordance with the first subparagraph of paragraph 1 of article 53 of the Civil Code of the Russian Federation.";
23) in the second sentence of paragraph 3 of the second paragraph of article 72, the words "at their market value" should be replaced by the words "at a price not lower than the market value";
24) in paragraph two of article 75, paragraph 1, the words "paragraph 2" shall be replaced with the words "paragraph 3";
25) article 76: a) in paragraph 3: the first paragraph shall be reworded as follows: "3. the claim of the shareholder on redemption of shares belonging to him shall be addressed in writing to the company with an indication of the place of residence (location) of the shareholder and the number of shares which he foreclosure requires. Signature of shareholder-individual as well as his representative, on demand of a shareholder on redemption of shares belonging to him and to the withdrawal of specified requirements shall be certified by a notary or Registrar shareholders. ";
supplement paragraph read as follows:

"From the time of receipt by the company of a shareholder on redemption requirements of shares belonging to him till the moment of entering into the register of shareholders of record of the transition of ownership of redeemable shares to the company or until revocation of shareholder demands for redemption of those shares to the shareholder is not entitled to make related to the alienation or encumbrance of the stock transactions with third parties, as the holder of the roster, an entry in the register of shareholders. Review shareholder demands for redemption of shares belonging to him must enroll in society during the term provided for in the second subparagraph of this paragraph. ";
b) paragraph 4 shall be amended as follows: "4. Upon expiry of the term specified in the second subparagraph of paragraph 3 of this article, the company is obliged to redeem shares from the shareholders submitting claim for redemption within 30 days.
Board of Directors (Supervisory Board) of the company no later than 50 days from the date of the decision of the general meeting of shareholders approves the report on presentation of requirements of shareholders on the redemption of shares belonging to them.
The holder of a registry of shareholders of the company has been making in this registry entry on the transition of ownership of redeemable shares to the company on the basis of the approved by the Board of Directors (Supervisory Board) report on the outcome of the presentation of the shareholder or shareholders of requirements on the redemption of shares belonging to them and on the basis of requirements of the shareholder or shareholders for the redemption of their shares, as well as documents certifying fulfillment society duty to pay money to the shareholder or shareholders requirement to conveyed redemption of shares belonging to them. ";
in) paragraph 6 shall be amended as follows: "6. Treasury Stock society arrive at his disposal. The shares do not grant the right to vote, are not included in the calculation of votes, no dividends. The shares must be sold at a price not lower than the market value not later than one year from the date of transfer of ownership of shares redeemable towards society, otherwise the general shareholders ' meeting should take a decision on reduction of the Charter capital of the company by way of redemption of shares specified. ";
26) in article 77: a) name shall be reworded as follows: "article 77. Determination of the price (monetary value) property ";
b) para 1 to supplement paragraph read as follows: "If the number of disinterested directors less than a specific Charter of quorum for the meeting of the Board of Directors (Supervisory Board) and (or) if all the members of the Board of Directors (Supervisory Board) are not independent directors, price (monetary valuation) property can be defined by the decision of the general meeting of shareholders adopted in the manner provided for in paragraph 4 of article 83 of the Federal law.";
in the second paragraph of item 2), after the words "independent valuer" add the words "to determine the market value", the word "prescribed" were replaced by the words "if it is expressly provided";
g) paragraph 3 shall be amended as follows: "3. In case the owner of 2 to 50 per cent of the voting shares of the company are the State and (or) municipal education and pricing (monetary value) of the property, prices of securities buyback price society society (hereinafter referred to as the price of objects) in accordance with this article shall be effected by the Board of Directors (Supervisory Board), notification is required of a federal body of executive power authorized by the Government of the Russian Federation (hereinafter referred to as the authorized body), the decision of the Board of Directors (Supervisory Board) of a company decision on determining the prices of objects.
To the competent authority within a period not exceeding three (3) working days from the date of adoption by the Board of Directors (Supervisory Board) of a company decision on determining the prices of objects: a copy of the decision of the Board of Directors (Supervisory Board) of determining the prices of objects;
a copy of the report on the evaluation of the evaluator if his attraction to determine the prices of objects in accordance with this federal law is compulsory, and in other cases if the objects involved pricing estimator;
other documents (copies of documents) containing information about how to determine the prices of objects, prepared by the company, its shareholders or the contracting society, if in accordance with this federal law bringing the appraiser is not obligatory and no estimator to determine the prices of objects.
Authorized body in a period not exceeding 20 days from the date of receipt of these documents, have the right to send the society reasoned conclusion.
Authorized body shall consider presented documents and performs compliance: evaluation report prepared by the appraiser, valuation standards and legislation on appraisal activity;

the decision of the Board of Directors (Supervisory Board) on the determination of prices prevailing market prices for objects similar to the objects in cases, if in accordance with this federal law bringing assessor is not required.
Reasoned opinion of the authorized body shall be forwarded to the society in case of adoption of the decision of non-conformity of the notified body the prices of objects defined by the decision of the Board of Directors (Supervisory Board) in accordance with this article, without the involvement of the evaluator, the prevailing market prices for similar objects. In the case of such a conclusion, the Board of Directors (Supervisory Board) of a company decides on refusal to deal or decides to define the prices of objects with compulsory involvement of a valuer and respect the order established by this article;
an SRO appraisers, appraiser is a member of who assessment, in the case of adoption of the decision of non-conformity of the notified body of the evaluation report prepared by the appraiser, valuation standards and the legislation on assessment activities for the conduct of the examination of the relevant self-regulatory organization of the evaluation report.
Conclusion of the authorized body can be challenged in the courts on a lawsuit filed by the company.
In the case of an SRO appraisers reasoned opinions authorized body shall issue a precept to suspend execution of the decision of the Board of Directors (Supervisory Board) of determining the prices of objects for the duration of the examination of the report on the evaluation and simultaneously notify the society of an SRO appraisers for such expertise with the application specified requirements and copies of sent a reasoned opinion. Self-regulatory organization of appraisers shall perform such examination and directs the conclusion to the authorized body and society in 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 of results of examination of the negative opinion of the price of the objects defined by the Board of Directors (Supervisory Board) of the company in accordance with this article, shall be recognized.
Authorized body shall have the right to challenge the results in court.
In the case of an authorized entity are not sent into society opinion prescribed in this article the term price of objects recognized as credible and recommended for the transaction.
The deal, which made society with violation of the procedures established in this article, or the price which is in accordance with this paragraph, unreliable, may be invalidated on the suit of the authorized body within six months from the date on which the designated authority knew or should have known about the transaction.
The Court, having regard to all the circumstances of the case are entitled to refuse recognition of agreement as invalid, if society can be proven that the violations committed were not significant and the deal had not caused losses to the society, the State and (or) municipal education. ";
27) in a paragraph of article 81, paragraph 2 in the sixth, the words ", if another company involved in the merger (accession), owns more than three-quarters of all the voting shares of the reorganized society" should be deleted;
28) the first paragraph of article 85, paragraph 1 supplemented by the following sentence: "the election of the members of the auditing Commission or auditor generated society is based on the characteristics provided for in chapter II of the present Federal Act.".
Article 2 1. Provisions of the Federal law of December 26, 1995, N 208-FZ "about joint-stock societies" (as amended by this federal law) on the reorganization of joint-stock companies do not apply to the reorganization of joint-stock companies, which were adopted by the general meeting of shareholders prior to the entry into force of this federal law.
2. the reorganization indicated in part 1 of this article, the joint-stock companies is carried out in the manner and under the conditions which have been approved by the General meetings of shareholders of these societies, and in accordance with the provisions of the legislation of the Russian Federation in force on the date of the general meeting of shareholders of societies of decisions on reorganisation.
Article 3 1. This federal law shall enter into force on the expiry of ten days from the date of its official publication, with the exception of subparagraph d of paragraph 1 of article 26 of this federal law.
2. Sub-paragraph d of paragraph 1 of article 26 of this federal law shall enter into force from July 1, 2007 year.
The President of the Russian Federation v. Putin Kremlin, Moscow July 27, 2006 year N 146-FZ

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