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On Business Partnerships

Original Language Title: О хозяйственных партнерствах

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RUSSIAN FEDERATION FEDERAL LAW On Economic Partnerships Adopted by the State Duma on November 21, 2011 Approved by the Federation Council on 29 November 2011 class="ed">(In the wording of Federal Law of 23 July 2013) N 251-FZ Chapter 1. General provisions Article 1. Relationship governed by this Federal Law This Federal Law defines in accordance with Civil Law OF THE PRESIDENT OF THE RUSSIAN FEDERATION Article 2. Basic provisions for economic partnerships 1. Economic partnership (hereinafter referred to as "partnership") is recognized by two or more persons of a commercial organization, in whose management the participants of the partnership, as well as others, take part in the management of which, in accordance with this Federal Law, Persons within and within the scope of the partnership management agreement. 2. Partnership participants are not accountable for partnership commitments and are at risk of losses related to partnership activities, within the limits of their contributions. 3. The Partnership may have civil rights and civil obligations necessary for the implementation of any activities not prohibited by federal law, unless this is contrary to the object and purpose of the activity, definitely limited The partnership charter and partnership agreement. 4. The partnership is not entitled to issue bonds or other emissive securities. 5. Partnerships are not free to advert their activities. 6. The Partnership is considered to be a legal entity from the moment of its state registration in accordance with the procedure established by the Federal Law of August 8, 2001 of the year N 129-FZ "On State Registration of Legal Persons and Individual Entrepreneurs". 7. Partnerships cannot be the founder (participant) of other legal entities other than unions and associations. 8. The partnership name of the partnership should include its name and "economic partnership". 9. The Government of the Russian Federation may establish standards for the sufficiency of their own funds of partnerships carrying out certain activities. Article 3. The responsibility of the partnership 1. The Partnership is responsible for its obligations to all of its property. 2. The Partnership is not responding to the obligations of its participants. 3. Contracts of partnership with creditors-business entities may contain conditions for the total or partial termination of the partnership's obligations to such creditors in the event of the conditions specified in the contract from which a commitment has been made. 4. If, in the event of a lack of or insufficiency in partnership, assets to meet the obligations of the partnership will require a recovery of the intellectual property rights of the partnership, the obligations of the partnership Partnerships with its creditors can be fully or partially performed on behalf of the partnership by one partner, several partnership participants or all partners. In order to meet the commitments of this part of the partnership to its creditors, one partner or several of the partners in the partnership would require the agreement of all the partners in the partnership, and in the cases stipulated by the agreement Partnership management, as well as the consent of others. The partnership participants shall inform the creditor of the partnership in writing of their intention to fulfil the partnership's obligation to such a creditor not later than three days before the due date of the corresponding obligation Partnerships. The partnership creditor is not entitled to refuse to perform the partnership, partnership obligations in accordance with the rules established in this Part. The modalities and conditions for the implementation of partnership commitments by the partners are determined by agreement between the creditor and the fulfillment of those obligations on behalf of the partnership by the partnership participant. Any of the parties may refer disputes arising out of the absence of such agreement to the court. In this case, the terms and conditions of the partnership's partnership obligations are determined in accordance with the court's decision. Until the decision of the court to determine the order and conditions for execution of partnership commitments by the partnership enters into law, the results of intellectual activity are not applied to the partnership. In the event of delay or failure of the creditor to accept the enforcement by agreement or decision of the court of execution, if it is expressed in payment of the sum of money or in the transfer of securities, the participants in the partnership exercising the performance may have the right fulfill the obligation to make a deposit. Partnership members who fulfilled the obligation of partnership under this article have the right of recourse to partnership in the amount of a satisfied claim. In the case of the liquidation of the partnership, including in the case of bankruptcy, the person or persons who carried out the partnership in the name of the partnership, shall have priority over the other parties to the partnership exclusive rights to the result of intellectual activity through the property of the partnership remaining after satisfying the requirements of its creditors. Article 4. Partnership members 1. Partners can be citizens and/or legal entities. Federal law may prohibit or restrict the participation of certain categories of citizens or legal persons in partnerships. 2. Partnerships cannot be established by one person. Partnership cannot be a partnership with one participant at a later time. If the number of participants in the partnership is reduced to one participant, the partnership is subject to reorganization under the present Federal Law or judicial liquidation at the request of the persons concerned or the body conducting State registration of legal persons or other State bodies authorized by federal law to bring such a claim. 3. The number of participants in the partnership should not be more than fifty. In the event that the number of participants in the partnership exceeds the limit set by this part, the partnership must be transformed into a joint-stock company within a year. If, within that period of time, the partnership is not transformed and the number of participants in the partnership is not reduced to the present part of the limit, it is subject to judicial liquidation at the request of the persons concerned or the body, State registration of legal entities or other public authorities which have the right to bring such a claim under federal law. Article 5. Rights and duties of partnership participants 1. Partners to the right: 1) to participate in the management of partnership activities in accordance with the procedure established by this Federal Law, the partnership charter and the partnership management agreement; 2) The activities of the partnership and its accounting records and other documents in accordance with this Federal Law and the Partnership Management Agreement; 3) to sell or otherwise dispose of their share in the warehouse capital of the partnership (unless otherwise established A partnership agreement), a partnership member or a partnership member, or another person, in accordance with the procedure established by this Federal Law, or otherwise established by a management agreement Partnership, order; (4) to obtain, in the event of the liquidation of the partnership, some of the assets remaining after settlements with creditors, or its value in accordance with the procedure established by this Federal Law and the Partnership Management Agreement; 5) to withdraw from the partnership, stating that they would not participate in the Partnership, if such an opportunity is provided for by a partnership management agreement, or to require partnerships, partnerships or other persons to share ownership of the partnership's stored capital in cases, under the partnership management agreement. 2. The partnership participants are required: 1) to contribute to the partnership's stacking capital in the order, size and timing of the partnership management agreement; 2) not to disclose confidential information about Partnership activities. 3. Partnership participants manage the activities of the partnership in proportion to their respective shares in the stored partnership capital, unless otherwise provided by this Federal Law and the (or) Partnership Management Agreement. All participants in the partnership are not allowed to participate in the management of the partnership. 4. Each participant of the partnership is entitled to get acquainted with all the documentation of the partnership. The denial or limitation of this right, including the partnership agreement, is null and void. Article 6. Partnership Management Agreement 1. In addition to the rights and obligations set out in this Federal Act, other rights and obligations of the parties to the partnership, as well as the rights and obligations of those who are not parties to the partnership, the manner and duration of the exercise of rights and performance The responsibilities are governed by the Partnership Management Agreement, which is to establish a partnership in accordance with article 8 of this Federal Law. The Partnership Management Agreement may contain any terms and conditions not contrary to this Federal Act and other legislative acts of the Russian Federation on partnership management, activities, reorganization and liquidation Partnerships, except where such provisions should be included in the partnership charter in accordance with this Federal Law. 2. The Partnership may be a party to the Partnership Management Agreement if it is provided for in the partnership charter. The parties to the partnership agreement should be all participants in the partnership, as well as those who are not parties to the partnership. The Partnership Management Agreement is concluded in writing. The Partnership Management Agreement and any modifications made to it shall be subject to the notary's notary's identification and storage of the notary at the location of the partnership, and shall enter into force for the parties to the partnership management agreement and third persons from the date of the certificate. The Partnership Management Agreement and any changes made to it are not subject to State registration, and the details thereof and the provisions thereof shall not be entered in the single State Register of Legal Persons. The modification of the terms of the partnership agreement, except as provided for by this Federal Law, is subject to the general agreement of the parties to the Agreement and, in the event that such consent has not been reached, by a court decision. On issues related to the changing of the terms of the partnership agreement, including the changing of the terms of the partnership management agreement for the admission of new participants, each party agreement participant has one vote outside the agreement depending on the size of the stake in the stored partnership and the terms of the partnership agreement governing the participant's right to participate in the partnership management. The alienation of the rights of the partner involved in changing the terms of the partnership agreement is not allowed. 3. The rights and obligations acquired by a certain partner under the Partnership Management Agreement, if its share in the storage of the partnership moves, is transferred to the purchaser of the share in the order and amount that are established by the relevant agreement of the partnership participants and the purchaser of a share which is an integral part of the partnership management agreement. 4. In relation to third parties, partnerships, partnership participants and other participants in the partnership management agreement may not invoke the provisions of the Partnership Management Agreement unless they prove that the third person is in the The timing of the transaction was or should have been known about the content of the agreement. 5. The single executive body of the partnership, in accordance with the procedure established by this Federal Law, shall provide creditors and other persons who enter into civil-legal relations with the partnership with information on the content of the management agreement Partnerships, including the nature and extent of their own authority and the authority of other authorities of the partnership to commit and (or) approve transactions or transactions. 6. The Partnership Management Agreement, concluded under this Federal Law, contains: 1) details of the partnership activity; 2) the size, composition, timing and order of the participants Partnership of deposits in warehousing, the order of changes in the share of the partnership in the stored partnership; 3) the terms of liability of the partnership participants for violating the duty to contribute to the stored capital partnerships; 4) security conditions Confidentiality of information on the terms of participation of partnership and other persons in partnership, the content of its activities, and the responsibility for breach of confidentiality; 5) how to resolve disputes between Participants in the Partnership Management Agreement. 7. The Partnership Management Agreement, concluded under this Federal Act, may include: 1) the rights of the parties to the partnership on a disproportionate amount of their own shares Participation in the management of the partnership, including the right of veto on certain issues, as well as the right to a disproportionate share in the distribution of profits, the costs and the various costs of the partnership; 2) restrictions on the right to free disposal of the share of stored capital, including Cases of single or repeated use or non-use of the right of first purchase; 3) conditions for entering or joining the partnership, as well as provisions on the special rights of participants Partnership exit, depending on the occurrence or non-occurrence of certain conditions; 4) the order, timing and conditions for engaging other legal entities and individuals; 5) limits within a given management agreement Partnership of the duration of the right of participants in partnership or other persons to financial, personal labour or other participation in the activities of other legal entities or individual entrepreneurs engaged in activities corresponding to the subject matter of the activity Partnerships, as well as measures of liability for breaches of such obligations; 6) cases, order and conditions for the partnership of its participants in the partnership's stored stock; 7) the order and conditions of the Parties to the Convention on the Rights of the responsibilities, including those involving partnership management, ownership of partnerships, including the rights of partnership participants to require the sale of their share of the partnership in advance by other partners in the partnership partners or third parties; 8) cases, order and conditions of the buy-back (including forced) of the partnership's share of the partnership in the partnership; 9) the conditions under which the partnership is to be reconfigured or eliminated. the procedure established by this Federal Law, as well as the conditions for the allocation of the stored capital of the partnership between the parties upon the termination of the partnership after satisfying the creditors ' claims; 10) the procedure for education governing bodies of partnership, the creation of which is not required by this Federal Law (the Board of Directors of the Partnership, the Partnership Supervisory Board, the Partnership Management Board, the Partnership Directorate, the Partnership Committee, Bureaux of the partnership and others), competence, The implementation and termination of the activities of such bodies, including the procedure for the creation, implementation and termination of the powers of their members, arrangements for the preparation, convening and holding of the ordinary and (or) extraordinary assemblies of such bodies Administration, decision-making procedures, including by means of absentee voting (questionnaires), appeals against decisions of such bodies; 11) remuneration and/or compensation for members of the governing bodies Partnerships in the performance of their duties; 12) formation of an audit commission or election of a partnership auditor; 13) cases and order of alienation of the partnership's share in the warehousing capital; 14) cases and acquisition of a partnership of a member of the partnership on demand. 8. The Partnership Management Agreement may provide for ways of ensuring compliance with the obligations arising from such an agreement and the measures of civil liability, including compensation for damages caused by the breach, Recovery of penalty (fine, foams), payment of compensation (moneys or amounts to be determined in the manner specified in the partnership management agreement) or other liability measures for breach of such an agreement. 9. Irrespective of the application of civil liability measures, violation of the terms of the partnership agreement: 1) does not exclude the right of the party to require the execution of the agreement on the management of the breaching partnership agreement A party to the judicial or otherwise established by the Partnership Management Agreement; 2) may be a basis for the annulment of the decisions of the governing bodies of the partnership in the cases envisaged by the court. a partnership management agreement; 3) can be the basis for a court to recognize a party to a partnership agreement that is not valid for a partnership or a party to a partnership management agreement in breach of such an agreement, only in If it is proved that the other party to the contract knew or should have been aware of the limitations of the partnership management agreement. Article 7. Partnership member out of partnership 1. In the event that a member of the partnership violates his or her obligations under this Federal Law or Partnership Management Agreement, or by its actions (inaction), it is impossible to work in partnership or substantive It makes it difficult for the parties to the partnership to request the exclusion of such a partner from the partnership in court. 2. The exclusion of a partnership from a partnership out of court is permitted by unanimous decision of the other participants in the partnership only if the partner does not meet within the established term of the partnership The initial or subsequent introduction of the deposit (part of the deposit) into the stored capital. The decision to exclude from partnership may be appealed against by the excluded partner in court. 3. Exclusion of a partnership participant from a partnership on grounds not provided for by this Federal Law is not permitted. Chapter 2: Establish Partnerships Article 8. The order of the partnership establishment 1. The partnership is established by decision of its founders. The establishment of a partnership is not allowed through the reorganization of an existing legal entity. The decision to establish a partnership is taken by a meeting of the partnership founders. 2. The decision on the establishment of the partnership should reflect the results of the vote of the founders of the partnership and the decisions taken by them on the establishment of partnership, the conclusion of the partnership management agreement, the election of the partnership management bodies, If the education of such bodies is stipulated in the partnership management agreement or is mandatory under this Federal Act. 3. In partnership building, the partnership promoters approve the partnership auditor. 4. The audit organization or individual auditor is approved by the partnership auditor in accordance with the Federal Law of 30 December 2008 N 307-FZ "On Auditing". 5. The election of the partnership management bodies and the approval of the partnership auditor are carried out by unanimous decision of all the founders of the partnership. 6. The special features of a partnership involving foreign legal entities, as well as foreign entities other than legal persons under foreign law, may be provided for by federal law. Article 9. Partnership Stats 1. The partnership charter is the constituent instrument of partnership. The partnership charter is signed by all partnership founders. 2. The partnership charter should contain: 1) the full branding name of the partnership; 2) information about the objectives and activities of the partnership; 3) information about the location of the partnership; 4) The total size and composition of the partnership's stored capital; 5) information on how to store the partnership documents, the license number and the location of the notary at the location of the partnership that is certified and to be stored partnership management agreement; 6) availability or both the lack of partnership agreement and participation or non-participation in the partnership agreement itself; 7) the modalities and timing of the election of the sole executive body of the partnership Adoption of the outcome of the session. 3. At the request of the partner, the partnership auditor or any interested person, the partnership is obliged to provide them within a reasonable time with the opportunity to get acquainted with the charter of the partnership, including its changes. The Partnership is required to provide it with a copy of the existing partnership charter and partnership management agreement. The fees charged by the partnership for providing copies may not exceed the cost of making copies. 4. The amendments are made to the partnership charter by unanimous decision of the partnership participants. Changes to the partnership charter are subject to state registration in accordance with the procedure established by the Federal Law of 8 August 2001 N 129-FZ "On State registration of legal entities and individual entrepreneurs". The changes made to the partnership charter are effective for third parties from the moment of their state registration. Chapter 3: Partnership Capital of Partnership Article 10. The pancreatic capital of the partnership. Share in the stored partnership capital 1. Each participant of the partnership is obliged to contribute to the stored capital of the partnership. A partnership participant from the duty to contribute to the partnership's stacking capital is not permitted. 2. Unless otherwise stipulated in the partnership management agreement: 1) upon the failure of the partner to perform the initial deposit (part of the contribution) in the stored capital of the partnership, provided that the agreement is The partnership management provides for its consistent application, and the partner is obliged to pay interest accrued on the amount of arrears based on the current refinancing rate of the Central Bank of the Russian Federation, as well as penalty of 10 per cent per annum, with unrecorded part of the contribution for the each day of delay; 2) upon a partner's default on the obligation to make part of the contribution to the stored partnership of the partnership, if the partnership management agreement provides for its consistent application, Part of the partnership's share in the stored partnership, corresponding to the unincorporated part of the contribution, is transferred to other members of the partnership in proportion to the size or value of their shares in the stored partnership of the Convention on the Rights of the of relevant contributions. 3. Failure to comply with the obligation of the initial or subsequent deposit of the contribution (part of the contribution), if the partnership management agreement provides for its consistent application, may be a basis for Exclusions of the partnership member from the partnership in accordance with article 7 of this Federal Law. 4. The contribution to the warehouse capital of a partnership can be made by money, other things or property rights, or other monetary assessments of rights. A contribution to the stored capital of a partnership cannot be made by securities, except for bonds of economic societies. Unless otherwise stipulated in the partnership management agreement, monetary valuation of property and other civil rights objects made as a contribution to the stored partnership capital is approved by a unanimous decision of all the participants in the partnership. In the absence of an agreement on the monetary valuation of property and other civil rights objects made as a contribution to the stored partnership capital, or the valuation of the appraiser, the contribution to the stored partnership capital is made in monetary form. The Partnership Management Agreement may establish assets and other civil rights objects that cannot be contributed to the partnership's stacking capital. (In the wording of the Federal Law of 23.07.2013 } N 251-FZ) 5. The Partnership is maintaining a roster of partnership participants, providing details of each partnership participant, size of its share in the stored partnership and its contribution, the size of the partnership's share, and the date of their transition to a partnership Partnerships or partnerships. Details of the membership of the partnership are entered into a single state register of legal persons in accordance with the Federal Law of August 8, 2001 The year N 129-FZ "On State registration of legal entities and individual entrepreneurs". Information on the partnership's share of the partnership, including their size and value, is not included in the single public register of legal entities. Article 11. Change in partnership membership and partnership disposal out of partnership 1. The partnership of the new members of the partnership is implemented by unanimous decision of all the participants of the partnership. The Partnership Management Agreement may limit the total number of parties to a partnership within the limits provided for in article 4, paragraph 3, of this Federal Law. 2. Unless otherwise stipulated by the Partnership Management Agreement: 1) refusing to participate in the partnership, provided that the possibility of withdrawal from partnership is provided for by a partnership management agreement, should be declared by a partner at least three months before the actual withdrawal from the partnership; (2) the right to use property (excluding money) or the exclusive rights transferred by the partner as a contribution in the stored capital of the partnership, in the event of the withdrawal or elimination of such Partnership partners remain in the use of partnership over the period of time to which these rights have been transferred; (3) if the partnership participant has been removed from the partnership without the transition of rights and obligations of succession, and Without alienating their share of the partnership, other members of the partnership or third party, the share of the remaining participants in the stored partnership in the stored partnership increases in proportion to their share of the partnership's stored capital. 3. The partnership of the participants in the partnership is not allowed in the partnership. 4. The partnership's exit from the partnership does not absolve him from the partnership to make a contribution to the warehouse capital of the partnership that arose prior to the application for withdrawal from the partnership. 5. The partnership partner's share of the partnership is moving towards partnership. The partnership pays a retired partnership to a validated partnership participant's share of the partnership in the stored partnership, based on the accounting records as at the last reporting date, Prior to the application for withdrawal from the partnership. 6. The partnership that has been excluded from the partnership is moving towards partnership. The Partnership pays the excluded partnership participant a valid value for the percentage of that participant in the warehousing partnership, as determined on the basis of the accounting records as at the last reporting date The entry into force of a court decision to exclude a partner from partnership or the date of the decision to exclude a partner out of partnership out of court. 7. In cases of withdrawal from partnership, exclusion from partnership or death of a member of the partnership, recognition of one of them is missing, incapacitated or restricted or incapacitated or insolvent, open to One of the participants in the partnership of reorganization proceedings by decision of the court, liquidation of the legal person involved in the partnership, or by a creditor of one of the partners of the partnership to recover the share in the warehouse Partnership is continuing its activities, unless otherwise is a partnership management agreement. 8. The agreement on partnership management may provide for different ways of obtaining the consent of the participants in the partnership to transfer the share of the stored partnership to third parties, depending on the grounds for such a transition or from other circumstances. 9. Prior to the adoption of the inheritance, the successor to the deceased participant's share in the stored partnership is in the order established by Civil Code of the Russian Federation. Article 12. Transfer of the stake to the partnership in the stored partnership capital 1. Unless otherwise stipulated in the partnership management agreement: 1) the partnership participant has the right to transfer its share of the stored partnership by selling or otherwise alienating another participant in the partnership to the partnership or a third person; (2) in transferring a share of the stored partnership to another person, the person shall be transferred, in whole or in part, to the right and responsibility of the participant in the partnership that transferred the share, including the rights and obligations, acquired by the partner in accordance with the agreement Partnership management, the terms of which are taken by the purchaser's share by joining the partnership management agreement as a whole; 3) the partnership and partnership take precedence over third parties Buying a stake in the stored partnership in the manner prescribed by Article 15 of this Federal Law. 2. The transfer of a full share of the partnership's stored partnership to another person (including the forced repurchase of the full share in the cases, in the order and under the terms of the partnership management agreement) terminates it Participation in the partnership. 3. A transaction aimed at alienating a share of the stored capital of a partnership, including the obligation to undertake a transaction aimed at alienating the share of the stored partnership in certain circumstances, or The other party's compliance with the counterobligation must be made in a notary's form. Non-compliance with the notarial form of the transaction entails its invalidity. A partnership no later than the following working day after the transaction must be notified in writing of the transaction intended to alienate the share of the partnership's stored partnership with the proof of the transaction. The inventor of a share in the stored capital of the partnership exercises rights and performs the duties of the participant of the partnership from the moment of such notification. 4. If a partnership member has entered into a treaty establishing the obligation to commit (including in the event of certain circumstances or the performance of the other party to the counter-obligation) a transaction aimed at the alienation of the stake in The stored capital of the partnership, wrongly avoids the transaction aimed at alienating the share of the stored partnership's stored capital, the ownership of the stake is entitled to demand the transfer of the share of the partnership's stored capital to the court. 5. The authority of the person alienating the share of the partnership's stored capital is confirmed by a notarized agreement on the management of the partnership, as well as extracts from a single state register of legal entities and registry Participants in the partnership, containing information on ownership of the stake in the stored partnership and its size. Article 13. Recourse to the participant's recovery of the partnership in the stored partnership 1. Recourse to a partnership in the stored partnership on its own debt of the partnership is permitted only on the basis of a court decision, with a lack of other assets to cover the debts. The creditors of such a partner are not entitled to require the partnership to provide some of the assets of the partnership that corresponds to the share of the debtor in the stored partnership, in order to seek recovery of the property. 2. In case of a participant in the partnership in the stored partnership on the debts of the partnership or other persons, if it is stipulated in the partnership management agreement, is entitled to pay the creditors The actual value of the partnership participant's share. According to the general agreement of the participants of the partnership, the real value of the share of the participant of the partnership, for whose property the recovery is sought, may be paid to creditors by the remaining members of the partnership in proportion to their share in the stored capital Partnerships, unless otherwise stipulated in the partnership management agreement. 3. The actual value of the partnership's share in the stored partnership is determined on the basis of the accounting records of the partnership for the last reporting period preceding the date of the partnership requirement A participant in the partnership on his debts was subjected to recovery. 4. In the event that, within three months from the date of the creditor's claim, the partnership, its participants or other persons will not pay the true value of the full percentage of the participant in the partnership to which recovery is sought, The partnership is carried out by selling it from public tenders. Article 14. Contingency fund and other partnership funds Partnership may establish a reserve fund and other funds in the order and size provided for by the Partnership Management Agreement and with the definition in the agreement Such funds. Article 15. The right to purchase a stake in storage capital of partnership partnership and partnership 1. Unless otherwise provided for by the Partnership Management Agreement: 1), the partnership participants shall take precedence over the purchase of a share of the partner at the price of the offer to a third party or from the price of the offer to the third party a person and a pre-defined price-management agreement (hereinafter referred to as the pre-determined price) in proportion to the size of their share in the stored partnership; (2) the partnership takes priority The proportion of the participant in the partnership on the price of a proposal to a third party or in advance A certain price-management agreement, if other partners did not use their preferred stake in the partnership. 2. The assignment in part 1 of this article of the priority of the purchase of a stake in the stored partnership, if established by a partnership management agreement, shall not be permitted. 3. The price of a share in the storage of a partnership can be established by a partnership agreement in a firm monetary value or on the basis of the value of the net assets of the partnership. The value of net assets of the partnership is determined on the basis of the accounting data in the order established by the federal executive authority of the Russian Federation authorized by the Government of the Russian Federation. The previously defined purchase price of a share in the storage of a partnership can be different for different persons. 4. Provisions establishing a pre-emptive right to purchase a stake in a stored partnership by a partnership or partnership at a predetermined price, including a change in the size of such a price or the order of its definition, may be are provided for in the partnership management agreement. 5. The Partnership Management Agreement may provide for partnership or partnership participants to take advantage of the right of purchase not all the proposed share of the partnership's stored capital. The remaining portion of the partnership can be sold to a third party after the realization of the said right by the partnership or its participants at the price and under the terms of the partnership management agreement. 6. Unless otherwise agreed by the partnership management agreement: 1) a partner who intends to sell its stake in the partnership's warehousing capital to a third party is required to notify the others in writing Partnership participants and partnership itself by means of a partnership through a partnership for their offer addressed to these individuals and providing price and other terms of sale; 2) offer to sell a stake in the stored partnership is considered to be a partnership by all the participants of the partnership. In so doing, it may be accepted by the person who is a member of the partnership for the day of acceptance, as well as a partnership; (3) the offer is deemed to be unreceived unless it is received by the Partnership Partnership feedback. Withdrawal of an offer to sell a stake in a stored partnership after its partnership is accepted only with the consent of all partnership participants; (4) partnership within five days from the date of receipt of the offer for the sale of the stake in the warehouse The partnership is required to send this offer to all partners; 5) the partnership participants are entitled to take advantage of the right to purchase a stake in the stored partnership within thirty days from the date of receipt Partnership on the sale of a share in the stored capital of the partnership; 6) The partnership has the right to take advantage of the acquisition of a stake in the stored partnership within thirty days after the expiry of the pre-emption period of the stake in the partnership; 7) in the failure of individual partnership participants to take advantage of the acquisition of a stake in the stored partnership or take advantage of the right of the other participants in the partnership not to buy the entire share proposed for sale may exercise superior right to purchase a share in a warehouse The capital of the partnership in the corresponding part is proportional to the size of its share within the remaining time of their acquisition of such a stake; 8) the priority of the acquisition of the share in the warehousing capital Partnership participant and partnership end on the day of submission of written declaration of refusal to use the priority right or upon the expiry of the period of use of this priority Rights; 9) Applications by the Partnership for Failure to The use of the pre-emptive right to purchase a share in the warehousing partnership should be in partnership prior to the expiry of the pre-emptive right; 10) partnership waiver statement The priority of the purchase of a share in the stored capital of the partnership is submitted before the expiry of the priority right of the partnership member who made the offer for the sale of such a stake to the sole executive authority partnerships; 11) if within thirty days of Partnership offers to sell a share of the partnership or partnership will not take advantage of the right to purchase a stake in the warehousing capital of the partnership offered for sale, including the share, arising from the use of a pre-emptive right to purchase a share of the share of the partnership's share in the partnership, the remaining percentage may be sold the third person under conditions established by the management agreement Partnership; 12) in the sale of the share in the warehousing capital of the partnership with public tenders, the rights and obligations of the partnership participant shall be transferred with the agreement of the partnership participants. 7. The Partnership Management Agreement may provide that the signature of a partnership or partnership to refuse to use a pre-emptive right to purchase a stake in a stored partnership should be has been certified in the notary. In such a case, the absence of such certification entails the nullity of the statement in question. 8. In the sale of a share in the warehouse capital of a partnership with a violation of the right of purchase of a stake in the stored partnership, if such a right is established by a partnership management agreement, any member of the partnership or participants Partnerships or partnerships within three months from the date on which a participant or partnership or partnership has learned or should have been aware of the violation, is entitled to demand that the rights and obligations of the buyer be transferred to them by the courts. The court hearing the case provides the opportunity for other partnership and partnership parties to join the previously claimed claim, for which time the determination of the preparation of the case establishes a time limit within the period that other members of the partnership and the partnership itself can join in the claimed demand. This period may not be less than two months. 9. The provisions of this article shall apply, as appropriate, to the alienation of a partnership belonging to him or her in its stored capital to third parties. Article 16. { \cs6\f1\cf6\lang1024 } { \cs6\f1\cf6\lang1024 } { \cs6\f1\cf6\lang1024 } Unless otherwise provided for by the Partnership Management Agreement, the partnership member shall not be entitled to deposit his share of the partnership's share of the partnership to another partner or third party. 2. If the partnership agreement allows a participant to transfer a stake in the stored partnership to a pledge, such a transfer shall be carried out with the general agreement of all the participants in the partnership, provided that the consent of the other number is accepted Partnerships are not envisaged in the Partnership Management Agreement. Article 17. The share of the stored partnership, partnership 1. The partnership has the right to acquire and dispose of the share of its stored capital without any limitations, provided that the total number of participants in the partnership is at least two persons as a result of such acquisition or exclusion. The acquisition by partnership of shares in its warehousing capital is not permitted at the expense of stored capital. 2. The Partnership Management Agreement may set limits on the acquisition and/or alienation of a stake in their warehousing capital, or a ban on the acquisition of a partnership of those shares. 3. The Partnership Management Agreement may establish a partnership obligation to alienate its share of the warehousing capital. In this case, the Partnership Management Agreement provides an exhaustive list of cases of such alienation and the manner of such exclusion, subject to the provisions of this Federal Act. 4. Partnership-owned partnerships do not grant partnership rights associated with partnership management and are not reflected in the distribution of the partnership and the distribution of partnership assets in the event of a partnership his elimination. 5. The Partnership Management Agreement may provide for the right or duty of partnership to acquire a stake in a partnership in the stored capital of partnership on demand. In this case, the Partnership Management Agreement provides an exhaustive list of such acquisitions and the manner in which it is acquired, subject to the provisions of this Federal Act. The partnership of its share in the warehousing capital to other parties to the partnership or to third parties is subject to the application of the provisions of article 15 of this Federal Law. Chapter 4: Partnership Management Article 18. Partnership bodies 1. The system, structure and powers of the partnership management bodies, the conduct of their activities and the termination of activities are defined by the partnership management agreement, taking into account the provisions of this Federal Law. 2. The formation of partnership-management bodies shall be established by an agreement on the management of partnership, except in cases where, in accordance with the present Federal Law, such arrangements shall be established by the statute of partnership. 3. The partnership consists of a single executive body of partnership (CEO, President and others), elected from among the partners in the partnership in order and for the period defined by the statute. If such a procedure is not defined by the statute, the sole executive body of the partnership is elected by unanimous decision of all the participants in the partnership for the duration of the partnership. At the institution of partnership, the sole executive body of the partnership, which is a permanent executive body of the partnership, is elected by the decision of the founders of the partnership. Partnerships without a designated single executive body are not permitted. The single executive body of the partnership and its amendment shall be entered into a single public register of legal entities. Other partnerships, if established by a partnership management agreement, are not entitled to act on behalf of a partnership in its relations with third parties. The single executive body of the partnership cannot be elected not from among its participants. A natural person acts as the sole executive body of the partnership. 4. The agreement between the partnership and the individual acting as the sole executive body of the partnership is signed on behalf of the partnership by the person authorized by the decision of the partnership founders in the partnership establishment, or by the person or body Partnership Management, defined by the Partnership Management Agreement. 5. The decision of the partnership management body, adopted in violation of the requirements of this Federal Law, other legal acts of the Russian Federation, the charter of partnership, agreement on the management of partnership and violating the rights and lawful interests of the participant Partnerships, may be declared invalid by a court on the application of the partnership participant. 6. A declaration by a partnership member to declare a decision of a partnership authority invalid can be filed with the court within three months from the date on which the partner recognized or should have been aware of the decision and (or) The circumstances that are grounds for invalidating it. Article 19. Single Executive Body for Partnership 1. The single executive body of the partnership: 1) without power of attorney, acts on behalf of the partnership, including representing its interests and acting on behalf of the partnership, participates in the name of the partnership in the management agreement Partnership; 2) issues powers of attorney on behalf of partnership, including power of attorney with the right of trust; 3) issues orders for the appointment of partnership workers, their transfer and Dismissal, applies rewards and imposes disciplinary penalties; 4) Provides information on the content of the partnership management agreement, including the nature and extent of its own authority, to creditors and other persons who enter into civil relationship with the partnership, including the extent of their own authority Agreements, the commission and (or) approval of a given action or transaction, as well as the authority of other management bodies arising out of such an agreement, approval of a given action or transaction; 5) maintains the registry of participants partnership with each partnership participant, size of its share in the warehouse The capital of the partnership, the contribution of the partnership, the size of the partnership. 2. Provision to creditors and other persons who enter into civil relationship with the partnership of the information referred to in paragraph 4 of Part 1 of this Article may be granted by the sole executive body of the partnership agreement in A written form for a review of the partnership management agreement held at the location of the partnership at the notary public, as indicated in the partnership charter, with all the changes. The signature of the sole executive body of the partnership should be certified by a notary. The absence of this certification entails the nullity of consent. 3. The Single Executive Body of the Partnership is responsible for the damages caused to the partnership, partnership or third parties, in connection with the provision of false or incomplete information on the content of the agreement Partnership management, including within the limits and scope of its own authority or other bodies of partnership. 4. The activities of the sole executive body of the partnership and its decisions shall be established by the statute, as well as by a contract concluded between the partnership and the person exercising the functions of its sole executive body. The Partnership Management Agreement may provide for the need for further endorsement of the decisions of the single executive body of the partnership and the manner in which it is approved. Article 20. Audit partnership accounting and check the status of the current partnership cases 1. To conduct an audit of the accounting records of the partnership and to check the status of its current affairs, the partnership in accordance with the legislation of the Russian Federation and in accordance with the procedure established by the decision to establish a partnership or an agreement on Partnership management, involves an audit organization or an individual auditor. The partnership accounting records of the partnership and the status of the current partnership can also be conducted at the request of any partner. In the case of an audit or a test at the request of the partner, payment for the services of the audit organization or individual auditor is carried out at the expense of the participant of the partnership, upon request of which the audit or this check is carried out. The partner's expenses for audit and other audit-related services may be reimbursed to the partner by a unanimous decision of the partnership participants. 2. The engagement of an audit organization or an individual auditor to audit the accounting records of the partnership is mandatory in the cases provided for by federal laws. Article 21. Storing partnership documents and providing Partnership Information 1. The partnership is required to keep the following documents: 1) bylaws, partnership decision, partnership management agreement, registered or certified changes; 2) The protocol (protocols) of the partnership decisions of the founders of the partnership, as well as other decisions related to the creation of the partnership; 3) documents confirming the deposit of the partnership's stored capital; 4) State registration document partnerships; 5) documents supporting the right of partnership to property in its balance; 6) internal partnership documents; 7) documents reflecting the decisions of the Single Executive Body Partnerships and partnerships; (8) partnership and partnership clauses; 9) the minutes of meetings of the partnership management bodies, if the entity is established by a management agreement Partnership; 10) of the Audit Commission Opinion (b) Partnerships, audit certificates; 11) registry of partnership participants; 12) other documents provided for by federal laws and other regulatory legal acts of the Russian Federation, management agreement Partnership, internal partnership documents, partnership decisions of the Single Executive Body and other partnership management bodies, if they are created in partnership. 2. The Partnership shall keep the documents referred to in Part 1 of this Article, at the place of its sole executive body or elsewhere known and accessible to the parties to the partnership. 3. The Partnership has an obligation to ensure that the parties have access to, or participate in, the judicial acts in dispute related to the establishment, management or participation of the partnership, including the determination of court proceedings in the case and The application of a statement of claim or an application for a change of the basis or the object of the claim previously filed. 4. The Partnership is obliged to ensure that it has access to the documents referred to in Parts 1 and 3 of this Article. Within three days from the date of the submission of the relevant requirement by the partner, the said documents should be provided by the partnership to become familiar with the premises of the single executive body of the partnership. The Partnership is required to provide copies of these documents. The fees charged by the partnership for making such copies cannot exceed the cost of making them. Article 22. The responsibility of the members of the management body of the partnership, the sole executive body of the partnership 1. Members of the partnership administration, if the entity is established by a partnership management agreement, the sole executive body of the partnership in the exercise of their rights and the performance of duties must act in the interest of Partnerships in good faith and in a reasonable manner. 2. Members of the partnership management bodies, if the entity is established by a partnership management agreement, the sole executive body of the partnership is accountable to the partnership for damages caused by their partnership by acts (omissions), unless other grounds and amounts of liability are established by the partnership agreement or federal law. 3. In determining the grounds and extent of liability of the members of the partnership administration, if their education is provided for by the partnership agreement and the basis and size of the responsibility of the sole executive authority Partnerships should be taken into account in the normal conditions of business and other circumstances relevant to the case. 4. If, in accordance with the provisions of this article, several persons are responsible, their liability to the partnership shall be joint and several. 5. The partnership or any member of the partnership has the right to sue for damages for damages caused to partnership by members of the partnership or the sole executive body of the partnership. Article 23. Maintenance of the registry of partnership participants 1. The Partnership maintains a register of partnership participants, providing details of each partnership participant, size of its share in the stored partnership and its contribution to the size of the partnership. The Partnership is obliged to maintain and maintain a register of partnership participants in accordance with the requirements of this Federal Law since the state registration of the partnership. At the request of any participant of the partnership, the partnership is obliged to provide the participant with a statement from the register of the participants of the partnership. 2. A person performing the functions of the sole executive body of the partnership ensures that the information about the partnership participants is consistent, its share in the partnership's stored capital, and the share of the partnership, information, contained in the partnership management agreement. 3. Each member of the partnership is obliged to inform in a timely partnership of the change of information about his or her name, place of residence or location, as well as details of its shares in the stored partnership. If the participant fails to submit such information, the partnership shall not be liable for any damages caused. 4. Partnerships and not informed partnerships on the change of relevant information are not in a position to refer to the lack of information contained in the registry of the partnership, the information contained in the management agreement Partnership, with third parties acting only on the basis of the information contained in the partnership register. 5. In the event of disputes over inconsistencies in the information contained in the partnership register, the information contained in the Partnership Management Agreement sets the right to share in the stored partnership on the basis of Information contained in the partnership management agreement. 6. In the event of a dispute over the lack of credibility of the ownership of the partnership in the partnership management agreement, the right to such a share shall be established on the basis of the certified in the The established order of the contract or other confirmation of the right of the founder or participant of the partnership to such a share of the document. Chapter 5: Features of the reorganization and liquidation of the partnership Article 24. Features of the Rebuild of the Partnership 1. The Partnership may be reorganized in accordance with the procedure established by this Federal Law. Reorganization of the partnership can be implemented only in the form of transformation into a joint-stock company. The partnership is considered to be reorganized from the moment of the state registration of the joint-stock company created as a result of the reorganization of the partnership. 2. The State registration of the joint-stock company created by the reorganization of the partnership and the recording of the termination of the activities of the reorganized partnership are carried out in accordance with the procedure established by federal laws. 3. Unless otherwise stipulated in the partnership management agreement, the decision to reorganize the partnership in the form of a partnership is made unanimously by all the participants in the partnership. 4. The decision to reorganize the partnership should include: 1) name, information about the location of the joint stock company created as a result of the transformation of the partnership in the form of transformation; 2) the order and conditions conversion; 3) the order and conditions for the exchange of the shareholdings of the partnership in the equity capital; 4) a list of members of the audit commission or an indication of the auditor to be created societies; 5) list of members of the collegiation executive The institution of the joint-stock company, if the charter of such a joint-stock company provides for the existence of a collegiating executive body and its education shall be placed under the competence of the supreme organ of the management of such joint stock company; 6) a person acting as the sole executive body of the joint-stock company; 7) a list of the members of the other body (excluding the general meeting of shareholders of the joint stock company) created by the company joint-stock company, if the charter of the established joint-stock company The existence of a different body and its education is assigned to the highest authority of the joint-stock company; 8) an indication of the approval of the transfer act with the application of such transmission; 9) an indication of the adoption of the charter of the established joint-stock company with the application of such a charter. 5. The decision to reorganize the partnership in the form of a transformation may contain an indication of the Auditor of the joint-stock company created by the reorganization of the partnership in the form of conversion, other data on the persons referred to in paragraphs 4 to 7 of Part 4 of this article, other provisions that are not contrary to the federal laws on the reorganization of the partnership. 6. A decision on the reorganization of a partnership in the form of a transformation may provide for a special arrangement for individual transactions and (or) types of transactions to be reorganized or banned for a specified period. A transaction committed by a partnership or joint-stock company created as a result of reorganization, in violation of the specified special order or prohibition, may be declared null and void at the request of the co-organized partnership or participant if it is proved that the other side of the transaction knew or should have known about this violation. 7. The transformation of the partnership to a joint-stock company created as a result of the transformation will transform all the rights and responsibilities of the reformed partnership. 8. The partnership within three working days after the date of the decision to reorganize it is obliged to inform the body conducting the State registration of legal entities in writing of the commencement of the reorganization procedure. On the basis of this communication, the body conducting the state registration of legal entities makes a single state register of legal entities that the partnership is in the process of reorganization. 9. Reorganized partnerships after the incorporation into a single public register of legal entities of the start of the reorganization proceedings post a reorganization report under the federal law N 129-FZ " On State Registration of Legal Persons and Individual Entrepreneurs ". 10. The partnership of the partnership is entitled to require early enforcement or termination of the corresponding obligation and to recover damages within 30 days from the date of posting of the reorganization report, with the exception of If such a claim is not available to the creditor who is a subject of business activity, in accordance with the terms of the contract concluded with the partnership. Creditors who, under the terms of the partnership contract, are not granted the right to demand early fulfilment or termination of the corresponding obligation and to recover damages in connection with the reorganization of the partnership, are entitled To demand the full implementation of the relevant obligations of the joint-stock company, which is formed as a result of reorganization and to which all rights and obligations of the reformed partnership are transferred. Article 25. Features of partnership elimination 1. The Partnership may be liquidated voluntarily in accordance with the requirements of the Russian Civil Code. Federal law and partnership management agreements. 2. The Partnership may be dissolved by court decision on the grounds stipulated by the Civil Code of the Russian Federation and this Federal by law. 3. The partnership must be dissolved or transformed into a joint-stock company in the event that the partnership remains the sole participant. Such a partnership participant, within ten days of being the only participant in the partnership, is obliged to transform the partnership into a joint-stock company or to decide on the elimination of the partnership. The partnership management agreement should provide for a procedure for the transformation or elimination of partnerships under this Federal Act if the partnership remains the sole participant. If, within that period of time, the partnership is not converted or decided upon, the partnership is to be liquidated, it is subject to judicial liquidation on the basis of the information provided by the notary at the location of the partnership The requirement of the persons concerned, the body conducting the State registration of legal persons or other state bodies or local authorities, to which the right to bring such a claim has been provided by the federal law. 4. The voluntary liquidation of the partnership and the appointment of a liquidation commission are carried out in the cases provided for by the Partnership Management Agreement and by decision of the partnership or partnership members who are authorized to do so by the agreement on the management of the partnership. This decision is taken in accordance with the procedure established by the Partnership Management Agreement. Since the appointment of the Liquidating Commission, all of the powers of partnership management have been transferred to it. The Liquidation Commission, on behalf of the dissolved partnership, acts in court. 5. Claims by creditors of a dissolved partnership with which an agreement has been reached in accordance with article 3 of this Federal Law for the total or partial cessation of the partnership's obligations under the terms of the contract, out of of which the obligations have arisen are met within the limits agreed upon by the parties. 6. The property of the partnership remaining after satisfying the creditors ' claims is transferred to the liquidation committee in accordance with Part 12 of this Article. 7. In the event that, at the time of the decision to eliminate the partnership, the partnership is not owed to creditors, its assets shall be distributed among the partners of the partnership after the deadline for the filing of claims by creditors and The preparation of an interim liquidation balance in accordance with Part 12 of this Article. 8. The interim liquidation balance shall be approved by the members of the partnership or by the authority which decided to liquidate the legal entity. 9. If the funds available to the dissolved partnership are insufficient to satisfy the creditors ' claims (with the exception of creditors with whom an agreement has been reached in accordance with article 3 of this Federal Law), partial termination of the partnership obligations under the conditions specified in the contract from which the obligations arose), the liquidation commission conducts the sale of other assets of the partnership, including the warehousing capital Public tendering, in accordance with the procedure established for the judicial decisions. 10. Payments to creditors of a liquidated monetary partnership shall be made by the liquidation commission in the order of priority established by the Civil Code OF THE PRESIDENT OF THE RUSSIAN FEDERATION 11. Upon completion of the calculation with the creditors, the liquidation commission shall draw up a liquidation balance, which shall be approved by the members of the partnership or by the body that decided to liquidate the legal entity. 12. Remaining after the settlement with the creditors, the other objects of the civil rights of the dissolved partnership are distributed by the liquidation commission among all the participants in the partnership in proportion to their share in the partnership's stored capital, If different order and (or) order of partnership participants are not stipulated by the partnership agreement or by this Federal Law. Article 26. The entry into force of this Federal Law This Federal Law shall enter into force on 1 July 2012. President of the Russian Federation Dmitry Medvedev Moscow, Kremlin December 3, 2011 N 380-FZ