Advanced Search

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"

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Subscribe Now for only USD$40 per month.
RUSSIAN FEDERATION FEDERAL LAW On Amendments to the Federal Law "On joint-stock companies" and article 30 of the Federal Law "About the securities market" Adopted by the State Duma on May 22, 2009 Approved by the Federation Council on 27 May 2009 (In the wording of federal laws from 05.05.2014 N 99-FZ; dated 29.06.2015 N 210-FZ) Article 1 OF THE PRESIDENT OF THE RUSSIAN FEDERATION 1; 2001, N 33, article 3423; 2002, N 12, st. 1093; N 45, sect. 4436; 2003, N 9, sect. 805; 2004, N 11, st. 913; N 49, sect. 4852; 2005, N 1, est. 18; 2006, N 1, est. 5; N 31, sect. 3437, 3445, 3454), the following changes: 1) add the following content: " Article 32-1. Joint-stock agreement 1. The Joint Stock Agreement recognizes the contract for the exercise of the rights certified by the equities and (or) the particularities of the exercise of the rights of the action. Under the joint stock agreement, the parties undertake to exercise, in a certain manner, the rights certified by the shares and (or) the right of action and (or) to refrain from the exercise of those rights. The Joint Stock Agreement may stipulate the obligation of its parties to vote in some way at the general meeting of shareholders, to agree on a vote with other shareholders, to acquire or to alienate stocks at a predetermined price, and (or) in the event of certain circumstances, to refrain from taking actions before certain circumstances, as well as to carry out coordinated actions related to the management of the society, with the activities, the reorganization and the elimination of society. The Joint Stock Agreement shall be concluded in writing by drafting a single document signed by the parties. 2. The subject of a shareholder agreement cannot be the obligations of a party to a shareholder agreement to vote in accordance with the instructions of the authorities of the society in respect of the shares of which the agreement is concluded. (Spconsumed by Federal Law of 05.05.2014) N 99-FZ 4. Joint-stock agreement is binding only on its parties. A contract concluded by a party to an equity agreement in breach of an equity agreement may be declared invalid by a court on the claim of the interested party of the shareholder agreement only in cases where it is proved that the other party has the contract knew or knew about the limitations of the shareholder agreement. (Spconsumed by Federal Law of 29.06.2015) N 210-FZ) 5. The person who has acquired the right to determine the voting procedure at the general meeting of the shareholders on the shares of the company, issuing the securities of whose securities was accompanied by the registration of their prospectus, is obliged to notify the society Such acquisition, if, as a result of such acquisition, the person or persons directly or jointly with their affiliated persons or persons are directly or indirectly given the opportunity to dispose of more than 5, 10, 15, 20, 25, 30, 50 or 75 The percentage of votes allocated to the common shares of the company. Such notice should include information on: full company name; its name or name; date of conclusion and date of entry into force of the shareholder agreement, or the date of acceptance the decision to modify the shareholding agreement and the dates of entry into force of the relevant changes, or the date of termination of the shareholder agreement; duration of the shareholder agreement; number of shares, belonging to the persons who have concluded the joint stock agreement, at the date of The number of ordinary shares of the society that the person is given the opportunity to dispose of the votes at the General Shareholders Meeting, on the date of the obligation to issue the notice; date The obligation to send such notification. Such notification shall be sent within five days of the occurrence of the corresponding duty. 6. A person obliged to send a notification in accordance with paragraph 5 of this article and the person to whom the person in accordance with the joint stock agreement has the right to issue binding instructions on voting in the general meeting to the date of the notification, shareholders shall have the right to vote only on shares, the number of which does not exceed the number of shares held by that person prior to his or her obligation to make such a notification. All shares belonging to that person and persons shall be counted in the determination of the quorum of the General Shareholders Meeting. 7. The Joint Stock Agreement may provide for ways of ensuring compliance with the obligations arising from the joint stock agreement and measures of civil liability for failure or improper performance of such obligations. The rights of the parties to a joint stock agreement based on this agreement, including the right to claim compensation for damages caused by violation of the agreement, recovery of penalty (fine, penalties), payment of compensation (a solid sum of money, or the amount to be determined in the manner specified in the joint-stock agreement) or the application of other liability measures in respect of a breach of an equity agreement, shall be subject to judicial protection. "; and the cases referred to in article 69, paragraphs 6 and 7, of the Federal Law "; 3) the first paragraph of article 52, paragraph 3, after the words" draft decisions of the general meeting of shareholders, "to be supplemented by the words" information provided in paragraph 5 of article 32-1 of this Federal Law on joint-stock arrangements, In the year before the date of the general meeting of shareholders, "; 4), article 53, paragraph 2, should read as follows: " 2. In the event that the proposed agenda of the extraordinary general meeting of shareholders contains the question of electing the board of directors (the supervisory board) of the society, the shareholders or the shareholder, which are taken together by the owners of not less than 2 % of the voting shares of the company are entitled to propose candidates for election to the board of directors (supervisory board) of the society, the number of which cannot exceed the size of the board of directors (supervisory board) of the society. If the proposed agenda of the extraordinary general meeting of shareholders contains the issue of the formation of a single executive body of the society and (or) early termination of the authority of that body in accordance with the paragraphs 6 and 7 of Article 69 of this Federal Law, shareholders or shareholders, which are collectively owned by not less than 2 per cent of the voting shares of the society, are entitled to propose a candidate for the position of sole executive organ of the society. The proposals referred to in this paragraph shall enter society at least 30 days before the date of the extraordinary general meeting of shareholders, unless the constitution of the society is set at a later date. "; 5) paragraph 3 Article 68 should read: " 3. Decisions at a meeting of the board of directors (supervisory board) of the society shall be made by a majority of the members of the board of directors (supervisory board) of the society participating in the meeting, if the present Federal Law, the Statute of the Society or its internal document, which defines the procedure for convening and holding meetings of the board of directors (supervisory board) of the society, does not provide for a higher number of votes for the adoption of the relevant decisions. The transmission of the right to vote by a member of the board of directors (supervisory board) to another person, including another member of the board of directors (supervisory board) of the society, is not permitted. Each member of the board of directors (supervisory board) of the society has one vote at a meeting of the board of directors (supervisory board) of the society. The Charter of the Society may provide for the right to vote of the chairman of the board of directors (supervisory board) of the society upon adoption by the board of directors (supervisory board) of the society of decisions in case of equality of votes of the council members the directors (supervisory board) of the society. "; 6), to supplement paragraphs 5 to 9 with the following: " 5. If the statute of the society is to decide on the formation of the sole executive body of the society or early termination of its powers, it is the competence of the board of directors (the supervisory board) of the society and defined by the statute of the society to hold a board meeting of the board of directors (the supervisory board) of the society is more than half of the number of elected members of the board of directors (supervisory board) of the society and (or) to resolve the issue in accordance with the statute or an internal document defining the procedure for convening and holding Meetings of the board of directors (supervisory board) of the society more votes than a simple majority of the members of the board of directors (supervisory board) of the society participating in such a meeting may be required To be decided by the General Shareholders Meeting in the cases defined in paragraphs 6 and 7 of this article. The issue of the formation of the sole executive organ of the society or the early termination of its powers may not be made to the decision of the general meeting of shareholders, if the statute of the society contains other consequences that come at the cases referred to in paragraphs 6 and 7 of this article. If the terms of the joint stock agreement entered into by the shareholders of the society have different consequences in the cases referred to in paragraphs 6 and 7 of this article, the failure to perform or the improper performance of the relevant The liability is not a ground for exemption from liability or for the enforcement of obligations under such an agreement. 6. In the event that, subject to the conditions provided for in the first paragraph of paragraph 5 of this article, the decision on the formation of a single executive body of the society is not taken by the board of directors (supervisory board) of the society at two Meetings held in a row, or within two months from the date of termination or expiry of the term of office of the previously established single executive body of the society, of the society engaged in the disclosure of information in accordance with OF THE PRESIDENT OF THE RUSSIAN FEDERATION The failure to take such a decision in accordance with the law of the Russian Federation on securities and other societies to notify that such a decision has not been taken by the shareholders in accordance with the procedure provided for by this Federal Law. General Shareholders Meeting. Such notice shall be given to the shareholders, or, if the company's statutes have been defined in a printed publication for the publication of the general meeting of shareholders, in this publication no later than 15 days from the date of the second The meeting of the board of directors (supervisory board) of the society, on which the issue of the formation of a single executive body of the society was included on the agenda and on which such body was not established, and if the second meeting was not held, 2 months from the date of termination or expiry The powers of the previously established single executive body of the society. The list of shareholders of the society to which the notice is given shall be drawn up on the basis of the register of holders of the securities of the society at the date of the second meeting of the board of directors (supervisory board) of the society on which it is not. A decision has been taken on the formation of a single executive body of the society, or if the corresponding meeting has not taken place, after a period of two months from the date of termination or expiry of the term of office of the earlier educated person The sole executive organ of a society. However, if a nominal shareholder is registered in the register of securities owners, the notice is sent to the nominal shareholder for the direction to the persons for whom he shares the shares of the company. Notification in accordance with this paragraph shall be made on behalf of the Society by the Chairman of the Board of Directors (Supervisory Board) of the Society. Upon notification to the shareholders or upon disclosure under the first paragraph of this paragraph, the Chairman of the Board of Directors (Supervisory Board) of the Society acts on behalf of the public until the formation of the interim The sole executive organ of a society. Shareholders or shareholders have the right to request the holding of an extraordinary general meeting of shareholders to decide on the formation of the sole executive body of the society within 20 days of the occurrence of the obligation society to disclose the information. Within five days from the date of the expiration of the requirement for the holding of an extraordinary general meeting of shareholders by the shareholders or the shareholder, the board of directors (the supervisory board) shall be obliged to To decide on the formation of the provisional single executive body of the society, as well as to convene an extraordinary general meeting of shareholders in accordance with Article 55 of this Federal Law, if the requirements are received by that date shareholders or shareholders holding at least 10 per cent voting in the society. In case of two or more demands for the holding of an extraordinary general meeting of shareholders to decide on the formation of the sole executive body of the society by the board of directors (supervisory board) of the society in accordance with This paragraph takes the decision to convene an extraordinary general meeting of shareholders. The decision to convene an extraordinary general meeting of shareholders and the formation of the temporary sole executive body of the society is taken by the board of directors (the supervisory board) by a majority of the council members The directors (supervisory board) of the society participating in the meeting, if there is a quorum of not less than half the number of elected members of the board of directors (supervisory board) of the society. 7. If, subject to the conditions provided for in the first paragraph of paragraph 5 of this article, the decision on early termination of the authority of the sole executive organ of the society is not taken by the board of directors (the supervisory board) The society at the two consecutive meetings of the board of directors (the supervisory board) of the society, the society engaged in the disclosure of information in accordance with the laws of the Russian Federation on securities, is obliged to disclose information about failure to take such a decision in the manner prescribed by law of the Russian Federation on securities and other societies to notify the non-acceptance of such a decision by the shareholders in the manner provided for by this Federal Law for the communication of the general meeting of shareholders. Such notice shall be given to the shareholders, or, if the company's statutes have been defined in a printed publication for the publication of the general meeting of shareholders, in this publication no later than 15 days from the date of the second The meeting of the board of directors (supervisory board) of the society, which included the issue of early termination of the powers of the sole executive body of the society and on which the decision on early termination of powers of such a body was included. was not accepted. The list of shareholders in the society to which the notice is given shall be drawn up on the basis of the register of holders of the securities of the society at the date of the second meeting of the board of directors (supervisory board) of the society, which is not accepted Decision on early termination of the authority of the sole executive organ of the society. However, if a nominal shareholder is registered in the register of securities owners, the notice is sent to the nominal shareholder for the direction to the persons for whom he shares the shares of the company. Shareholders or shareholders are entitled to make a request for the convening of an extraordinary general meeting of shareholders to resolve the issue of early termination of the powers of the sole executive body of the society within 20 days of the date The duty of the community to disclose the information. Within five days from the date of the expiration of the requirement for the holding of an extraordinary general meeting of shareholders by the shareholders or the shareholder, the board of directors (the supervisory board) shall be obliged to decide to convene an extraordinary general meeting of shareholders in accordance with Article 55 of this Federal Law if, by that date, the requirements of shareholders or shareholders holding at least 10% of the voting rights have been received. Social action. In case of two or more demands to convene an extraordinary general meeting of shareholders to resolve the issue of early termination of the powers of the sole executive body of the society by the board of directors (supervisory board) of the society in The decision to convene an extraordinary general meeting of shareholders shall be taken in accordance with this paragraph. The decision to convene an extraordinary general meeting of shareholders is taken by the board of directors (the supervisory board) by a majority of the board of directors (supervisory board) of the society participating in the meeting, and A quorum consisting of half of the elected members of the board of directors (supervisory board) of the society. 8. The convening of an extraordinary general meeting of shareholders on the grounds referred to in paragraphs 6 and 7 of this article shall be effected by decision of the board of directors (supervisory board) of the society in accordance with the procedure provided for in article 55 of this Federal Law. The agenda of the said general meeting of shareholders and the nomination of candidates for the executive organs of society in this case shall be carried out in accordance with the procedure established by article 53 of this Federal Law. The wording of the issue to be included in the agenda of the general meeting of shareholders convened on the basis of paragraphs 6 and 7 of this article and the item previously included in the agenda of the Board of Directors meeting (Supervisory Board) of the society should not be distinguished. If the issue of the formation of a single executive body of a society or the early termination of its powers in the cases referred to in paragraphs 6 and 7 of this article is to be decided by the General Shareholders Meeting, the agenda Such a general meeting of shareholders should include the issue of early termination of powers of the board of directors (supervisory board) of the society and the election of a new board of directors (supervisory board) of the society. 9. If, within the period established by this Federal Act, the board of directors (the supervisory board) of the society has not decided to convene an extraordinary general meeting of shareholders on the request of the persons referred to in paragraphs 6 and 7 of this article, or A decision was made to refuse to convene, the extraordinary general meeting of shareholders may be convened in accordance with paragraph 8 of article 55 of this Federal Law. "; 7), article 89, paragraph 1, should read: " 1. The society is obliged to keep the following documents: Agreement for the creation of a society; tired of the society and the amendments and additions made to it, which are registered in the prescribed manner, the decision on the creation of the society, the document on the creation of the society State registration of the society; documents attesting to the rights of the society to the property in its balance; internal documents of the society; the position of the branch or representation of the society; annual reports; accounting documents accounting documents; the minutes of the general shareholders 'meetings (the shareholders' shareholders ' decisions), the Board of Directors (supervisory board) meetings, and the audit opinion of the Board of Directors of the Board of Directors. Board (auditor) of the company and collegiate executive body of the society (board, directors); votes for voting, as well as powers of attorney (copy of powers of attorney) to participate in the general meeting of shareholders; reports Independent valuers; lists of affiliated persons of society; lists of persons entitled to participate in the general meeting of shareholders and persons entitled to receive dividends, as well as other lists prepared by the public for the exercise by shareholders of their rights in accordance with the requirements of the present Federal law; the audit committee (auditor) of the society, the auditor of the society, the state and municipal financial controls; issues of issue, quarterly issuer reports and other documents, containing information to be published or otherwise disclosed in accordance with this Federal Law and other federal laws; Notice of Joint Stock Agreements sent to the Society, as well as lists of persons who have concluded such agreements; other documents, in accordance with the Federal Law, the Regulations of the Society, the internal documents of the society, the decisions of the general meeting of shareholders, the board of directors (the supervisory board) of the society, the public administration bodies, and the documents envisaged in the document. OF THE PRESIDENT OF THE RUSSIAN FEDERATION Article 30 of the Federal Law of 22 April 1996, N 39-FZ "On the Securities Market" (Collection of Laws of the Russian Federation, 1996, N 17, Art. 1918; 2002, N 52, sect. 5141; 2006, N 2, sect. 172; N 31, sect. 3437) the following changes: 1) Part 12 of the following paragraphs: " No decision by the board of directors (supervisory board) of the joint-stock company to decide on the formation of a single Executive body of the joint stock company for two consecutive meetings of the board of directors (supervisory board) of the joint-stock company, or within two months from the date of termination or expiry of the term of office of the previously educated person of a single executive body of a joint-stock company in the case of Article 69, paragraph 6, of the Federal Law "On joint-stock companies"; the failure of the board of directors (supervisory board) of the joint stock company to take a decision on the early termination of the authority of the company Executive body of the joint-stock company at two consecutive meetings of the board of directors (supervisory board) of the joint-stock company in the case provided for in article 69, paragraph 7 of the Federal Law "On joint-stock companies"; acquisition by a person or persons of shares in a joint-stock company- Issuer, whose securities issue was accompanied by the registration of their prospectus, or the rights under an agreement with the shareholder to determine voting procedures for such shares at the general meeting of shareholders, if a person is independent as a result of such acquisition or, in conjunction with their affiliated persons, directly or indirectly receive control over more than 5, 10, 15, 20, 25, 30, 50 or 75 per cent of the votes for the common common shares of the joint stock company-the issuer. "; 2) to be supplemented by parts of the twenty-first to twenty-third, as follows: " A person who has acquired shares in a joint-stock company whose issue of securities was accompanied by the registration of their prospectus, or the right of agreement with the shareholder to determine the voting procedures for such shares at the general meeting of shareholders, if any As a result of this acquisition, the person, individually or jointly with his affiliated persons, is directly or indirectly given the opportunity to dispose of more than 5, 10, 15, 20, 25, 30, 50 or 75 per cent of the votes allocated to the common equities joint-stock company, is obliged to disclose information about: full the name of the issuer; its name or name; the number of common shares of the issuer that this person provides the ability to dispose of the votes at the general meeting of shareholders, on the date of occurrence The obligation to send a notification; date of the duty to disclose information. The information provided for in Part 20 of this article is disclosed by notifying the issuer of the listed shares and the federal executive branch of the securities market no later than five days from the date Proper entry for the personal account (debit account) or from the moment of the right to vote on the shares at the general meeting of shareholders, including on the basis of the contract. In the case of the person's acquisition of the agreement with the shareholder to determine the order of voting on the shares of the joint-stock company, the state registration of the issue of the issue (additional issue) of the securities of which was carried out The registering body, which is not the federal executive branch of the securities market, and independently of the issuance of the issue of the issue of the emissive securities of such a joint stock company, if it is a person on its own or in conjunction with their affiliated persons, directly or indirectly The ability to manage more than 5, 10, 15, 20, 25, 30, 50 or 75 per cent of the votes in the common shares of a joint-stock company, the notice should also be sent to the registrant. ". Article 3 This Federal Law shall enter into force on the date of its official publication. President of the Russian Federation Dmitry Medvedev Moscow, Kremlin 3 June 2009 N 115-FZ