On Amendments To The Federal Law "on Joint Stock Companies" And Article 30 Of The Federal Law "on Securities Market"

Original Language Title: О внесении изменений в Федеральный закон "Об акционерных обществах" и статью 30 Федерального закона "О рынке ценных бумаг"

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RUSSIAN FEDERATION FEDERAL LAW on amendments to the Federal law "on joint stock companies" and article 30 of the Federal law "on securities market" adopted by the State Duma May 22, 2009 years approved by the Federation Council May 27, 2009 year (as amended by the federal laws of 05.05.2014 N 99-FL;
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; 2001, no. 33, art. 3423; 2002, N 12, art. 1093; (N) 45, St. 4436; 2003, N 9, art. 805; 2004, N 11, art. 913; N 49, St. 4852; 2005, N 1, art. 18; 2006, N 1, art. 5; N 31, art. 3437, 3445, 3454) as follows: 1) supplemented by article 32-1 as follows: "article 32-1. Shareholders ' agreement 1. Shareholders agreement is a contract on the implementation of the rights certified by shares, and (or) about the specifics of the implementation of the rights to shares. Joint agreement on its sides undertake to implement a certain way the rights certified by shares and/or rights to shares and (or) refrain from exercising these rights. Shareholders agreement may provide for a duty it parties to vote a certain way at the general meeting of shareholders, the other shareholders vote option, acquire or dispose of shares at a predetermined price and (or) upon the occurrence of certain circumstances, refrain from the alienation of shares prior to the occurrence of certain circumstances, and perform other actions consistently associated with managing society activity, reorganization and liquidation of the company.
Shareholders ' agreement is in writing by compiling a single document signed by the parties.
2. Subject to shareholder agreement may not be the party's obligation of the shareholder agreement to vote according to instructions in the managing bodies of the company in respect of shares which concluded the agreement. (Repealed-federal law 05.05.2014 N 99-FZ)
4. Shareholders ' agreement is required only to its parties. Contract party shareholder agreement in violation of the shareholder agreement, can be found by a court to be invalid on the claim of the party concerned, the shareholders agreement only if it is proved that the other party to the contract knew or should have known about the limitations stipulated by the shareholders agreement. (Repealed-federal law 29.06.2015 N 210-FZ)
5. a person who has acquired in accordance with the shareholders agreement the right to determine the order of voting at the general meeting of shareholders on the company's shares, issue securities which accompanied their prospectus, registration is required to notify the public about such acquisition in the case if such acquisition is a person, alone or together with its affiliated person or persons directly or indirectly receives the opportunity to dispose of more than 5 , 10, 15, 20, 25, 30, 50 or 75 percent of the votes on ordinary shares hosted society. Such notification shall include information on: the full corporate name of the company;
its name or designation;
date of entry into force and the date of the shareholder agreement, or the dates of adoption of the decision on amendments to the shareholders ' agreement and the dates of entry into force of the changes or the date of termination of the shareholders agreement;
the validity of the shareholder agreement;
number of shares owned by individuals who have concluded a shareholders ' agreement, on the date of its conclusion;
the number of ordinary shares of the company, that the person provide the ability to dispose of votes at a general meeting of shareholders on the date of the establishment of the obligation to give such notice;
the date of occurrence of the duty to give such notice.
Such notice must be sent within five days from the moment of occurrence of the corresponding responsibilities.
6. The person obliged to give notice in accordance with paragraph 5 of this article, and the person to whom the person in accordance with a joint agreement to give mandatory instructions about voting at a general meeting of shareholders prior to the date of such notice shall have the right to vote only on shares, the amount of which does not exceed the number of shares owned by that person before he has a duty to give such notice. With all shares owned by that person and the persons are counted in determining the quorum of the general meeting of shareholders.
7. Shareholders Agreement may provide for ways to ensure the fulfilment of the obligations arising from the shareholder agreement, and measures of civil liability for nonperformance or improper performance of such obligations.
The parties ' rights of the shareholder agreement, based on this agreement, including the right to seek reparation caused by violation of the agreement damages, penalties of forfeit (fine, penalty fees), compensation (a solid amount of money or amount to be defined in the order specified in the shareholders ' agreement) or the application of other measures of responsibility in connection with violation of the shareholder agreement, were justiciable. ";

2) subparagraph 8 of paragraph 1 of article 48 shall be supplemented with the words "as well as the cases stipulated in paragraphs 6 and 7 of article 69 of this federal law;
3) the first paragraph of article 52, paragraph 3, after the words "draft decisions of the general meeting of shareholders," add the words "as provided in paragraph 5 of article 32-1 of the present Federal law information about equity agreements entered into during the year prior to the date of the general meeting of shareholders";
4 Article 53, paragraph 2) shall be amended as follows: "2. in the event that the proposed agenda of the extraordinary general meeting of shareholders contains the issue of electing members of the Board of Directors (Supervisory Board), shareholders or shareholder are in the aggregate not less than 2 percent of the voting shares of the company shall have the right to propose candidates for election to the Board of Directors (Supervisory Board), whose number may not exceed the number of members of the Board of Directors (Supervisory Board).
If the proposed agenda of the extraordinary general meeting of shareholders contains the issue of education the company's sole executive body and (or) on the termination of the powers of that body in accordance with paragraphs 6 and 7 of article 69 of this federal law, shareholders or shareholder are in the aggregate not less than 2 percent of the voting shares of the company shall have the right to propose a candidate for the position of the individual executive body of the company.
The proposals described in this paragraph, should reach the society not less than 30 days before the date of the extraordinary general meeting of shareholders if the company Charter is not installed. ";
5 article 68, paragraph 3) worded as follows: "3. the decisions of the meeting of the Board of Directors (Supervisory Board) shall be taken by a majority of the members of the Board of Directors (Supervisory Board), taking part in the meeting, if this federal law, the Charter of the company or its internal document governing the convening and conduct of meetings of the Board of Directors (Supervisory Board), there is a greater number of votes cast for appropriate action.
The transfer of the right to vote, a member of the Board of Directors (Supervisory Board) a person, including another Member of the Board of Directors (Supervisory Board), is not allowed.
In addressing the meeting of the Board of Directors (Supervisory Board), each Member of the Board of Directors (Supervisory Board) shall have one vote. The Charter of a company may provide for the right of a casting vote of the Chairman of the Board of Directors (Supervisory Board) when making the Board of Directors (Supervisory Board) of a company decisions in case of an equality of votes, the members of the Board of Directors (Supervisory Board). ";
6) article 69, paragraphs 5-9 be supplemented as follows: "5. If the Charter of a company dealing with the issue of education, the company's sole executive body or on early termination of its powers related to the competence of the Board of Directors (Supervisory Board) and certain Charter quorum for the meeting of the Board of Directors (Supervisory Board) is more than half of the elected members of the Board of Directors (Supervisory Board) and (or) to address this issue in accordance with the company Charter or internal document governing the convening and conduct of meetings of the Board of Directors (Supervisory Board), the greater number of votes than a simple majority vote of the members of the Board of Directors (Supervisory Board), participating in such a meeting, the matter may be put to a decision of the general meeting of shareholders in cases defined by paragraphs 6 and 7 of this article.
The issue of education the company's sole executive body or on early termination of his Office may not be submitted for decision by the general meeting of shareholders if the company Charter provides for other consequences that occur in cases defined by paragraphs 6 and 7 of this article.
If the terms of the shareholder agreement entered into by the shareholders of the company, there are other effects that occur in cases defined by paragraphs 6 and 7 of this article, the nonperformance or improper performance of the relevant obligations under the equity agreement does not constitute grounds for exoneration from liability or from the implementation of measures for the enforcement of obligations under this agreement.

6. In case if the conditions provided for by the first subparagraph of paragraph 5 of this article, the decision on formation of the company's sole executive body is not accepted by the Board of Directors (Supervisory Board) of a company at two consecutive meetings or within two months from the date of the expiration or other termination of powers of the previously formed the company's sole executive body, society, engaged in the disclosure of information in accordance with the legislation of the Russian Federation on securities are obliged to disclose information about the rejection of such a decision in the manner prescribed by the legislation of the Russian Federation on securities and other society-notify non-acceptance of such shareholders ' decision in the manner provided for in this federal law for the announcement of holding the stockholders meeting. Such notification shall be sent to the shareholders or, if the Charter of a company defined print edition to publish messages on holding the general meeting of shareholders, is published in the Print Edition, not later than 15 days from the date of the second meeting of the Board of Directors (Supervisory Board), the agenda of which included a question on education, the company's sole executive body and where such a body has not been established, and if the second meeting did not take place After a two-month period from the date of termination or expiry of powers previously formed by the sole executive body of the company. List of shareholders, which shall be sent to the specified notification shall be drawn up on the basis of the data of the registry of securities owners society at the time of the second meeting of the Board of Directors (Supervisory Board), on which no decision about formation of the individual executive body of the company, or if the meeting did not take place at the expiration of two months from the date of termination or expiry of powers previously formed by the sole executive body of the company. However, if in the registry of securities owners society registered nominal stockholder, the notification of the nominal holder of the shares for the direction of the persons on whose behalf he owns shares.
Notification in accordance with this paragraph shall be communicated, on behalf of the society by the Chairman of the Board of Directors (Supervisory Board). After notification to the shareholders or after disclosure in accordance with the first subparagraph of this paragraph, the Chairman of the Board of Directors (Supervisory Board) acts on behalf of the society until the interim sole executive body.
Shareholders or shareholder shall have the right to make the demand to convene an extraordinary general shareholders ' meeting to address the issue of education, the company's sole executive body within 20 days from the moment of occurrence of the obligations of society to implement the disclosure of said information.
Within five days from the date of the expiration of the term, under this paragraph for making shareholders or shareholder demands to convene an extraordinary general meeting of shareholders, Board of Directors (Supervisory Board) of a company is obliged to take a decision on the formation of the interim sole executive body of the company, as well as to convene an extraordinary general meeting of shareholders in accordance with article 55 of this federal law, if by that date the requirements of data obtained from shareholders or shareholder owning not less than 10 per cent of the voting shares of the company. In the event that two or more demands to convene an extraordinary general shareholders ' meeting to address the issue of the education of the individual executive body of the company by the Board of Directors (Supervisory Board) of the company in accordance with this paragraph, the decision on the convening of one extraordinary general meeting of shareholders.
The decision to convene an extraordinary general shareholders ' meeting and the formation of the interim sole executive body of the company was adopted by the Board of Directors (Supervisory Board) of a company by a majority of votes of the members of the Board of Directors (Supervisory Board), participating in a meeting with a quorum of not less than one half of the elected members of the Board of Directors (Supervisory Board).

7. In case if there are conditions stipulated by the first subparagraph of paragraph 5 of this article, the decision on the termination of the powers of sole executive body is not accepted by the Board of Directors (Supervisory Board) of a company at two consecutive meetings of the Board of Directors (Supervisory Board), the society engaged in the disclosure of information in accordance with the legislation of the Russian Federation on securities are obliged to disclose information on its non-acceptance of such decision in order the legislation of the Russian Federation on securities and other society-notify non-acceptance of such shareholders ' decision in the manner provided for in this federal law for the announcement of holding the stockholders meeting. Such notification shall be sent to the shareholders or, if the Charter of a company defined print edition to publish messages on holding the general meeting of shareholders, is published in the Print Edition, not later than 15 days from the date of the second meeting of the Board of Directors (Supervisory Board), the agenda of which included a question about pre-term discharge of the company's sole executive body and on which a decision on the early termination of the powers of such a body was not accepted. List of shareholders, which notice shall be drawn up on the basis of the data of the registry of securities owners society at the time of the second meeting of the Board of Directors (Supervisory Board), on which no decision on early termination of powers of sole executive body. However, if in the registry of securities owners society registered nominal stockholder, the notification of the nominal holder of the shares for the direction of the persons on whose behalf he owns shares.
Shareholders or shareholder shall have the right to make the demand to convene an extraordinary general meeting of shareholders to decide on the termination of the powers of sole executive body within 20 days from the moment of occurrence of the obligations of society to implement the disclosure of said information.
Within five days from the date of the expiration of the term, under this paragraph for making shareholders or shareholder demands to convene an extraordinary general meeting of shareholders, Board of Directors (Supervisory Board) of a company is obliged to decide on the convening of an extraordinary general meeting of shareholders in accordance with article 55 of this federal law, if by that date the requirements of data obtained from shareholders or shareholder, owning not less than 10 per cent of the voting shares of the company. In the event that two or more demands to convene an extraordinary general meeting of shareholders to decide on the termination of the authority of the individual executive body of the company by the Board of Directors (Supervisory Board) of the company in accordance with this paragraph, the decision on the convening of one extraordinary general meeting of shareholders.
The decision to convene an extraordinary general meeting of shareholders shall be adopted by the Board of Directors (Supervisory Board) of a company by a majority of votes of the members of the Board of Directors (Supervisory Board), taking part in the meeting, and with a quorum of half of the elected members of the Board of Directors (Supervisory Board).
8. The convening of the extraordinary general meeting of shareholders on the grounds specified in paragraphs 6 and 7 of this article shall be by decision of the Board of Directors (Supervisory Board) in the manner provided for in article 55 of this federal law.
Introduction issues in the agenda of the general shareholders ' meeting and the nomination of candidates to the executive bodies of the society, in this case, be exercised in accordance with the provisions of article 53 hereof.
The wording of the question to be included in the agenda of the general meeting of shareholders convened on grounds specified in paragraphs 6 and 7 of this article and subject, previously included in the agenda of the meeting of the Board of Directors (Supervisory Board), should not vary.
If the issue of education the company's sole executive body or on early termination of its powers in the cases provided for in clauses 6 and 7 of this article, put to a decision of the general meeting of shareholders, on the agenda of a general meeting of shareholders must be included the question about pre-term discharge of the members of the Board of Directors (Supervisory Board) and the election of a new Board of Directors (Supervisory Board).
9. If during the period of this federal law, the Board of Directors (Supervisory Board) of a company not decided to convene an extraordinary general meeting of shareholders at the request of persons referred to in paragraphs 6 and 7 of this article, or made a decision on refusal to accept the convening of an extraordinary general meeting of shareholders may be convened in accordance with paragraph 8 of article 55 of the present Federal law. ";
7 article 89, paragraph 1) shall be amended as follows:

"1. the company is obliged to keep the following documents: the Treaty establishing the community;
articles of Association of the company and made changes and additions, which are registered in the prescribed manner, the decision on the establishment of the society, the State registration of the company;
documents confirming the company's right to the property on its balance sheet;
internal documents of the company;
regulations on the branch or representative office of the company;
annual reports;
accounting documents;
accounting documents;
protocols of general meetings of shareholders (shareholder that owns all the voting shares of the company), meetings of the Board of Directors (Supervisory Board), internal audit Commission (internal auditor) of the company and the company's collective executive body (Board, Directorate);
ballot papers, as well as the power of Attorney (copies of powers of attorney) for participation in the general meeting of shareholders;
reports of independent appraisers;
lists of affiliated persons of the company;
lists of persons entitled to participate in the general meeting of shareholders and persons having the right to receive dividends, as well as other lists drawn up for the implementation of their rights as shareholders in accordance with the requirements of this federal law;
the conclusion of the internal audit Commission (internal auditor), external auditor, State and municipal financial control;
issue prospectus, quarterly reports of the issuer and other documents that contain information to be published or otherwise disclosed in accordance with this federal law and other federal laws;
notification of conclusion of shareholders agreements, to society, as well as lists of persons who have concluded such agreements;
other documents stipulated by this federal law, the Charter of the company, internal documents of the company, resolutions of the general meeting of shareholders, Board of Directors (Supervisory Board), the managing bodies of the company, as well as documents stipulated by legal acts of the Russian Federation. "
Article 2 article 30 April 22, 1996 federal law N 39-FZ "on securities market" (collection of laws of the Russian Federation, 1996, no. 17, art. 1918; 2002, no. 52, art. 5141; 2006, N 2, art. 172; N 31, art. 3437) as follows: 1) part of the twelfth supplement paragraphs read as follows: "non-acceptance by the Board of Directors (Supervisory Board) joint stock company-issuer decisions about the education of the individual executive body of the joint stock company at two consecutive meetings of the Board of Directors (Supervisory Board), joint-stock company or within two months from the date of the expiration or other termination of powers of the previously formed by the sole executive body of a joint-stock company in the case stipulated by paragraph 6 of article 69 of the Federal law" on joint stock companies ";
rejection by the Board of Directors (Supervisory Board) joint stock company-issuer decision on early termination of the authority of the individual executive body of the joint stock company at two consecutive meetings of the Board of Directors (Supervisory Board), joint-stock company in the case provided for in article 69, paragraph 7 of the Federal law "on joint stock companies";
the person or persons acquiring shares of an issuer, issuing securities which accompanied the registration of their prospectus, or right under the agreement with shareholder to determine the order of voting on such shares at the general meeting of shareholders, if as a result of such acquisition, the person, alone or together with its affiliates, directly or indirectly, receives an opportunity to dispose of more than 5, 10, 15, 20, 25, 30, 50 or 75 percent of the votes on ordinary shares placed joint stock company-issuer. ";
2) supplement parts of the twenty-first to twenty-third reading: "the person who purchased shares of the joint-stock company, issue securities which accompanied the registration of their prospectus, or right under the agreement with shareholder to determine the order of voting on such shares at the general meeting of shareholders, if such acquisition is a person, alone or together with its affiliated entities directly or indirectly receives the opportunity to dispose of more than 5 , 10, 15, 20, 25, 30, 50 or 75 percent of the votes on ordinary shares placed joint-stock company is obliged to disclose information about: full corporate name of the issuer;
its name or designation;
the number of ordinary shares of the issuer that the person provides the opportunity to dispose of votes at the general meeting of shareholders, at the date of the establishment of the duty to give notice;
the date of occurrence of the duty of disclosure.

The information required by part of the twenty-first paragraph of this article, is revealed by a notification to the issuer of the stock and the Federal Executive authority for the securities market, not later than five days from the date of an appropriate receipt records under the personal account (account Depot) or from the moment of occurrence of the right votes on the shares at a general meeting of shareholders, including on the basis of the Treaty.
In case of purchasing the right person by agreement with the shareholder to determine the order of voting on the shares of the joint stock company, the State registration of issue (additional issue) securities which have been carried out by the registration authority for non-federal body of executive power for the securities market, and regardless of the support of an issue of equity securities of such joint-stock company registration of their prospectus, if the person, alone or together with its affiliated entities directly or indirectly receives the opportunity to dispose of more than 5 , 10, 15, 20, 25, 30, 50 or 75 percent of the votes on ordinary shares placed joint-stock company, the notice must also be given in this registration authority. ".
Article 3 this federal law shall enter into force on the day of its official publication.
Russian President Dmitry Medvedev in Moscow, the Kremlin June 3, 2009 N 115-FZ

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