RUSSIAN FEDERATION FEDERAL LAW amending certain pieces of legislation of the
Russian Federation in the revision of restrictions for economic societies the formation of the
charter capital, the revision of the protection of the rights of creditors with the reduction of the charter capital, changes to the requirements of economic societies in case of non-conformity of the charter assets value of net assets, revision restrictions, related to the implementation of economic societies issue of bonds Adopted by the State Duma on 23 December 2009 Approved by the Federation Council on 25 December 2009 class="ed">(In the wording of Federal Law No. N 228-FZ) Article 1 Part five of Article 11 of the Federal Law "On Banks and Banking Activities" (in Federal Law of 3 February 1996 (Vedomoka) of the Federal Law of the RSFSR and the Supreme Soviet of the RSFSR, 1990, No. 27, art. 357; Legislative Assembly of the Russian Federation, 1996, No. 6, art. 492; 1999, N 28, sect. 3469; 2001, N 26, st. 2586; 2006, N 19, sect. 2061; 2007, N 1, est. 9; 2009, N 9, est. (1043) Amend the text as follows: " cannot be used to form the authorized capital of the credit institution with the borrowed money. Payment of the authorized capital of the credit institution with the increase of its authorized capital by crediting the requirements of the credit institution is not allowed. The Bank of Russia has the right to establish the procedure and criteria for the assessment of the financial position of the founders (participants) of the credit institution. ". Article 2 Article 2 (Part 1
Civil Code of the Russian Federation (Russian Federation Law Assembly, 1994, N 32, sect. 3301; 1999, N 28, est. 3471; 2009, N 1, article (20) The following changes:
1) Article 90, paragraph 2, should read: " 2. It is not permitted to release a member of society with limited liability from the obligation to pay a share in the statutory capital of the society. The statutory capital of a limited liability company, with increased statutory capital, is allowed in the cases stipulated by the Law on Societies with limited liability. "; 2) In article 99: a), paragraph 2 should be redrafted to read: " 2. It is not permitted to exempt the shareholder from the obligation to pay for the shares of the company. Payment of additional shares by society by way of set-off is allowed in the cases stipulated by the Law on joint-stock companies. "; b), paragraph 4 should read: " 4. If, at the end of the second or every subsequent fiscal year, the value of the net assets of a society is less than its authorized capital, society is obliged to take the measures stipulated by the Law on Joint Stock Companies. "; 3) Paragraph 2 of article 100, paragraph 2, delete; 4) the second sentence of the second paragraph of article 101, paragraph 1, as follows: " The rights of creditors in the case of a decrease in the company's charter capital or a decrease in the value of its net assets are defined by the Law on joint-stock companies. ". Article 3 To amend Federal Law of December 26, 1995 N 208-FZ "On joint-stock companies" (Assembly of Russian Federation Law, 1996, N 1, Art. 1; 2001, N 33, article 3423; 2003, N 9, Text 805; 2006, N 31, est. 3445) The following changes: 1) Article 30 should be redrafted as follows: " Article 30. Protection of the rights of creditors in the reduction of the charter capital of the society 1. Within three working days after the decision of the society to reduce its authorized capital, it is obliged to report such a decision to a body conducting the state registration of legal entities, and twice at once a month to be placed in the mass media, in which data on the state registration of legal entities are published, notification of the reduction of its authorized capital. 2. The decision to reduce the size of the authorized capital of the society and the notification of such reduction shall state: 1) the full and abbreviation of the society, the information about the place of the society; 2) the size of the authorized capital The society and the magnitude to which it is reduced; (3) the manner, order and conditions for the reduction of the authorized capital of the society; 4) the description of the order and conditions of the creditor's application to the society of the requirements of paragraph 3 of this article articles, indicating the address (location) of a permanently operating of the executive organ of the society, the additional addresses on which such claims may be made, as well as the means of communication with the society (telephone, fax, e-mail and other information). 3. A creditor of the society, if its rights have arisen before the publication of the notification of the reduction of the company's charter capital, shall be entitled to demand early execution within 30 days from the date of the last publication of such a notice. the obligation and, if not early fulfilment, of the termination of the obligation and the reimbursement of related damages. The period of limitation period for recourse to the court with this requirement is six months from the date of the last publication of the notification of the reduction of the authorized capital of the society. 4. The court may refuse to satisfy the requirement of paragraph 3 of this article if the society proves that: 1) as a result of the reduction of its authorized capital, the rights of creditors are not violated; 2) The security provided for the proper performance of the obligation in question is sufficient. "; 2) the first paragraph of article 34, paragraph 2, should read: " 2. Payment of shares to be distributed to the founders of the society at its establishment, additional shares posted by subscription may be paid by money, securities, other things or property rights or other rights with monetary evaluation. Payment of additional shares by way of set-off of monetary claims to society is permitted if they are placed by means of a closed subscription. The form of payment for the shares of the society at its establishment is determined by the agreement on the creation of the society, additional shares-the decision to allocate them. Payment for other securities may be made only by money. "; 3) in article 35: (a) paragraph 4 should read: " 4. If, at the end of the second fiscal year or every subsequent financial year, the value of the net assets of the society is less than its authorized capital, the board of directors (supervisory board) of the society in preparation for the annual general meeting The shareholders are obliged to include a section on the state of its net assets in the company's annual report. "; b) to read: " 5. The section on the status of the net assets of a society should contain: (1) indicators showing the evolution of the value of net assets and the equity capital of society over the last three financial years, including the reporting year, or, if the society has been in existence for less than three years, for each completed fiscal year; 2) the results of the analysis of the causes and factors that the Board of Directors (the Supervisory Board) considered to have resulted in the value of net assets of society was less than its charter capital; 3) measures to bring the value of the net assets of society into line with the value of its authorized capital. "; , paragraph 6, amend to read: " 6. If the value of the net assets of a society is less than its authorized capital at the end of the fiscal year following the second fiscal year or every subsequent financial year, at the end of which the value of the company's net assets is less than its authorized capital, including in the case provided for in paragraph 7 of this article, the company is obliged to take one of the following decisions at least six months after the end of the relevant fiscal year: 1) to reduce the share capital of a society to a value not exceeding its value clean assets; 2) for the elimination of society. "; g) paragraph 7 should read: " 7. If the value of the net assets of a society is less than its authorized capital by more than 25 per cent at the end of three, six, nine or twelve months of the financial year following the second financial year or each subsequent financial year The year after which the value of the net assets of the society was less than its authorized capital, the society is obliged to place in the mass media, twice a month, public information about the state Registration of legal entities, notice of loss of value of net assets of society. "; (d), paragraph 8, amend to read: " 8. The notice of the decline in the value of net assets of the society indicates: 1) the full and abbreviation of the society, the location of the company; (2) the indicators of the change in value of net assets the assets and statutory capital of the society for the last three financial years, or if the society has been in existence for less than three years, for each completed fiscal year; 3) the value of the company's net assets at the end of three, six, nine and twelve months of the fiscal year following the second fiscal year or each subsequent fiscal year, at the end of which the value of the company's net assets was less than its authorized capital; 4) the description of the order and conditions of the creditor application of the requirements of paragraph 9 of this article, with an indication of the address (location) of the permanent executive body of the society, additional addresses on which such claims may be made, as well as the means of communication with the society (telephone, fax, (e-mail and other information). "; e) to supplement paragraph 9 , to read: " 9. A creditor of the society, if the rights of the claim arose prior to the publication of the notice of the decline in the value of the company's net assets, shall be entitled to demand early execution within 30 days from the date of the last publication of such a notice. the obligation and, if not early fulfilment, of the termination of the obligation and the reimbursement of related damages. The period of limitation for recourse to the court with this requirement is six months from the date of the last publication of the notice of the decline in the value of the company's net assets. "; (g) to supplement paragraph 10 with the following: " 10. The court may refuse to satisfy the requirement set out in paragraph 9 of this article if the society proves that: 1) as a result of the decline in the value of its net assets, the rights of creditors are not violated; 2) The security provided for the proper performance of the corresponding obligation is sufficient. "; (s) to supplement paragraph 11 with the following: " 11. If, at the end of the second fiscal year or every subsequent financial year, the value of the net assets of the company is less than the minimum authorized capital specified in Article 26 of this Federal Law, the society shall be no later than six months after the end of the financial year, it is the responsibility of the financial year to make a decision on its liquidation. "; and) to supplement paragraph 12 with the following: " 12. If, within the time limits set by paragraphs 6, 7 and 11 of this article, the society does not fulfil the obligations set out in those paragraphs, creditors are entitled to demand early fulfilment of the obligations in question, or The failure of their early fulfilment of the cessation of obligations and compensation for related damages, and the authority conducting the State registration of legal entities or other public authorities or local authorities to whom the right the right to make such a claim is provided by federal law, (c) To submit a claim for the removal of society to the court. "; c) to supplement paragraph 13 with the following: " 13. The rules set out in paragraphs 4 to 12 of this article shall not apply to credit organizations established in the form of joint-stock companies. The procedure for adjusting the size of the authorized capital of the credit institution and the value of its net assets (the value of its own funds (capital) is established by the federal insolvency law (bankruptcy) of credit organizations. " (4) In the second sentence of paragraph 1 of article 62, the words "no later than 15 days" should be replaced by "not later than three working days"; 5) in article 63, paragraph 1, the words "no later than 15 days" should be replaced by the words "no later than three working days". Article 4 Russian Federation, 1996, 1918; 1999, N 28, sect. 3472; 2002, N 52, sect. 5141; 2004, 27, sect. 2711; 2005, N 11, sect. 900; N 25, 100 2426; 2006, N 1, article 5; N 31, sect. 3437; 2007, N 1, st. 45; N 50, sect. 6247; 2009, N 1, sect. 28; N 29, Text. 3642) The following changes: 1) Article 27-4 should be redrafted to read: " Article 27-4. Bearer bonds 1. The sponsorship contract, which is secured by the performance of bonds, shall be deemed to have been concluded from the time the bond is issued to the first holder of the bonds. The written form of the contract of sponsorship shall be deemed to be met. 2. The Sponsorship Treaty, which provides for the performance of bond obligations, is entitled to perform: (1) commercial entities whose net assets are equal to or less than the amount of sponsorship provided; 2) State corporations or a public company, if the sponsorship is permitted by federal law; 3) the international financial organizations referred to in article 51, paragraph 2, subparagraph 3 of this Federal Law. 3. The sponsorship contract, which is secured by the performance of the bond obligations, should provide: 1) the joint and several liability of the guarantor and issuer for failing to perform or misfulfilling the obligations of the issuer; (2) The duration of the guarantee, which shall not be less than one year longer than the period for the performance of these obligations. "; 2), add the following article 27-5-4 to read: Article 27-5-4. The peculiarities of the issue of the bonds of the economic society 1. The bonds of the economic society are allowed after the full payment of its authorized capital. 2. The nominal value of all government bonds should not exceed the size of its authorized capital and (or) the amount of security provided by third parties to the economic society. In the absence of collateral provided by third parties, the issue of bonds is allowed not earlier than the third year of the economic society and subject to the proper approval of the annual accounts for the two financially completed financial statements. of the year. 3. The limitations of paragraph 2 of this article do not apply to: 1) Mortgage Bonds; 2) to economic societies whose emissary securities are included in the quotation list (have passed the procedure (listing) on the stock exchange; 3) economic and (or) bonds with a credit rating of one of the credit rating agencies accredited by the Government of the Russian Federation authorities, not below the level established by the federal authority the executive branch of the securities market; 4) bonds intended for qualified investors. 4. The bonds for qualified investors cannot: 1) be included in open mutual fund investment funds; 2) to be included in the assets of equity investment funds, with the exception of Equity and investment funds for qualified investors; 3) to be the object for the allocation of pension reserves and investment of pension savings of non-State pension funds; 4) to be the location of insurance funds of the reserve of insurance organizations. ". Article 5 OF THE PRESIDENT OF THE RUSSIAN FEDERATION 785; 2009, N 1, sect. (20) The following changes: 1) in paragraph 2, second paragraph 1 of Article 16 of the word ", including by setting off its claim to society", delete; 2) Article 19 should be supplemented with paragraph 4, reading: " 4. By the decision of the general meeting of the participants of the society, the participants of the society unanimously, the participants of the society to make additional deposits and/or third persons in the account of their deposits has the right to credit the money requirements of society. ". Article 6 Article 6 of the Federal Law of 8 August 2001 No. 129-FZ" On State Registration of Legal Persons of the Russian Federation and the individual entrepreneurs " (Legislative Assembly of the Russian Federation Federation, 2001, N 33, Art. 3431; 2003, N 26, est. 2565; N 52, sect. 5037; 2005, N 27, sect. 2722; 2007, N 7, sect. 834; N 30, est. 3754; N 49, sect. 6079; 2008, N 30, est. 3616; 2009, N 1, stop. 20, 23) the following changes: 1) in Article 5: a) in paragraph 1: add to the following subparagraph: " (y) that a legal entity is a joint-stock company the process of reducing its authorized capital; "; (Paragraph 4 is no more effective-Federal Law of 18 July 2011). N 228-FZ) (Paragraph 5 is no more effective-Federal Act No. (N 228 FZ) b) first sentence of paragraph 5, amend to read: " Unless otherwise established by this Federal Law, the legal person shall within three working days of the modification of the present paragraph 1 of this Article shall be amended to the present day. particulars, except those referred to in subparagraphs (m), (c) and (c), and the sole proprietor within three working days of the modification of the particulars referred to in paragraph 2 of this article, "m"-"p", the obligation to report it to the registering body respectively. "; (2) in article 17: (a) to supplement paragraph 4 with the following: " 4. In order to make changes to a single State register of legal persons of information that a legal entity, a joint-stock company, is in the process of reducing the authorized capital, to the application for such changes to a single entity The State register of legal persons shall be accompanied by a decision to reduce the authorized capital of such legal person. The documents shall be submitted to the registering body within three working days after the date of the decision on the reduction of the the capital of a legal entity, which is a joint-stock company. "; b) (Uspent power-Federal Act of 18 July 2011). UN 228-FZ 3) Article 20, paragraph 1, should read: " 1. The founders (participants) of the legal person or body that decided to liquidate a legal entity within three working days after the date of the decision to liquidate a legal person are obliged to notify the registering body in writing by the place where the legal person is being dissolved, with the application of the decision on the liquidation of a legal person. ". Article 7 This Federal Law comes into force on 31 December 2009. President of the Russian Federation Dmitry Medvedev Moscow, Kremlin 27 December 2009 N 352-FZ
