On Amendments To The Federal Law "on Privatization Of State And Municipal Property"

Original Language Title: О внесении изменений в Федеральный закон "О приватизации государственного и муниципального имущества"

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RUSSIAN FEDERATION FEDERAL LAW on amendments to the Federal law "on privatization of State and municipal property" adopted by the State Duma July 1, 2011 year approved by the Federation Council July 6, 2011 year (as amended by the Federal law of 29.06.2015 N 180-FZ) Article 1 amend the Federal law of December 21, 2001 N 178-FZ "on privatization of State and municipal property" (collection of laws of the Russian Federation , 2002, N 4, art. 251; 2003, N 9, art. 805; 2005, no. 19, art. 1750; N 25, art. 2425; N 30, art. 3101; 2006, N 2, art. 172; N 17, art. 1782; N 31, art. 3454; 2007, N 7, art. 834; N 18, art. 2117; N 31, art. 4009; N 49, St. 6079; 2008, N 20, art. 2253; N 30, art. 3615, 3616, 3617; 2009, no. 19, art. 2279; 2010, no. 23, art. 2788; N 48, art. 6246) as follows: 1) in paragraph 3, paragraph 2 of article 17, the words "adopted in accordance with them" were replaced by the words "(or) other";
2) in article 5: (a) the second paragraph of paragraph 2) shall be invalidated;
b) shall be amended with paragraph 3 to read as follows: "3. the open joint-stock companies, limited liability companies may not be buyers of their stock, their shares in authorized capitals, privatized in accordance with this federal law.";
4 shall be amended with paragraph) to read as follows: "4. In case if it is subsequently determined that the purchaser a State or municipal property had no legitimate right to acquire corresponding transaction is null and void.";
3 article 7, paragraph 2) shall be amended as follows: "2. The forecast plan (program) the privatization of federal property contains a list of federal state unitary enterprises, as well as in federal ownership of shares of open joint-stock companies, shares in authorized capitals of the limited liability company, other federal property to be privatized in the corresponding period.";
4 Article 8, paragraph 2) shall be amended as follows: "2. not later than eight months before the beginning of the next fiscal year, federal bodies of executive power is represented in the Government of the Russian Federation or the authorized federal body of executive power proposals on privatization of property complexes under their purview of federal state unitary enterprises, as well as in federal ownership of shares of open joint-stock companies, shares in authorized capitals of the limited liability company active in their competence sectors of the economy, other federal property.
State authorities of the constituent entities of the Russian Federation, bodies of local self-government, the Federal State unitary enterprises, as well as joint stock companies and limited liability companies, stocks, shares in authorized capitals of which are federal property, other legal persons and citizens may be sent to the Government of the Russian Federation or an authorized federal executive body their suggestions on privatization of federal property.
The order of development of forecast plan (programme) of privatisation of federal property is established by the Government of the Russian Federation. ";
5) in article 11: (a) the fifth indent of paragraph 1) shall be amended as follows: "the transfer document must also contain the calculation of book value subject to privatisation of the assets of the company, information about the size of the authorized capital of a company created through the conversion of a unitary enterprise. The size of the share capital of a company created through the conversion of a unitary enterprise is equal to the carrying value of the asset to be privatized enterprise, calculated in accordance with paragraph 2 of this article. In the case of an open joint-stock company through transformation of a unitary enterprise in transition act along with the lists the number and nominal value of shares, in the case of a society with limited liability-the size and nominal value of the participation interest of a single founder of the limited liability company-the Russian Federation, constituent entities of the Russian Federation or municipal education. ";
b) in paragraph 3, the words "open joint" replaced by "economic";
in item 4-Supplement) 1 to read as follows: "4-1. The alleged creditors requirements are dealt with in the prescribed manner in the composition to be privatization of the property complex unitary enterprise, it does not require the consent of creditors to transfer their claims on the successor unitary enterprise ";
6) in article 13: (a)) paragraph 1 complement subparagraph 1-1 as follows: "1-1) the conversion of a unitary enterprise in the society with limited liability";
b) paragraph 2 shall be amended as follows: "2. the privatization of property complexes of unitary enterprises is accomplished by converting them into economic society.

Privatization of property complex unitary enterprise if determined in accordance with article 11 of the present Federal law authorized capital of a company, created in the privatization process, equal to the minimum capital of open joint stock company established by the legislation of the Russian Federation, or exceed it, is done by converting the unitary enterprise into a joint stock company.
If one such performance of this company, as the average number of employees or the proceeds from realization of goods (works, services) excluding value-added tax, defined in the preceding three calendar years, privatization or the sum of the residual value of its fixed assets and intangible assets as of the last reporting date, does not exceed the limit value set in accordance with the Federal law of July 24, 2007 year N 209-FZ "on the development of small and medium-sized enterprises in the Russian Federation" for small businesses privatization of property complex unitary enterprise can be carried out also by converting it into a limited liability company.
If determined in accordance with article 11 of the present Federal law authorized capital of a company, created in the process of privatization, lower the minimum amount of the authorized capital of open joint-stock company, established by the legislation of the Russian Federation, privatization of property of a unitary enterprise is done by converting the company into a limited liability company. ";
7) in article 14, paragraph 2: a) supplement paragraphs read as follows: "the size of the authorized capital of open joint stock company or limited liability company, created through the conversion of a unitary enterprise;
the number, category and nominal value of shares of open joint-stock company or the nominal value of the participation interest of a company participant with limited liability-the Russian Federation, constituent entities of the Russian Federation or municipal education. ";
b) the first paragraph of paragraph 3 shall be amended as follows: "3. From the day of approval of forecast plan (program) the privatization of federal property and up to the date of State registration of a company created unitary enterprise without the consent of the owner of its property is not entitled to:";
8) article 15: (a)) paragraph 4 shall be amended as follows: "4. In the sale of State or municipal ownership of the shares of the open joint-stock company or a share in the Charter capital of a company with limited liability also specifies the following information: 1) the full name, address (location) of the open joint-stock company or limited liability company;
2) amount of the Charter capital of a company, the total number, nominal value and category of the outstanding shares of the open joint-stock company or the size and nominal value of the participation interest in the Charter capital of a limited liability company owned by the Russian Federation, constituent of the Russian Federation or the municipality;
3) list of main products (works, services), which is an open joint-stock company or a limited liability company;
4) conditions of competition in the sale of shares of open joint-stock company or shares in the Charter capital of a company with limited responsibility on the competition;
5) information about the market share of a certain product business entity, is included in the register of business entities that have a specific product market share of more than 35 per cent. ";
b) (repealed-federal law N 180 29.06.2015-FZ)) paragraph 8, after the words "open joint-stock companies" shall be supplemented with the words "limited liability company";
9) article 16 shall be amended as follows: "article 16. Documents submitted to the State and municipal property buyers 1. Together with the application the applicants submit the following documents: legal entities: certified copies of constitutive documents;
a document containing information on the proportion of Russian Federation, constituent entities of the Russian Federation or of the municipality in the authorized capital of a legal entity (the register of holders of shares of any extract from or certified seal of the legal entity and signed his letter head);
the document, which confirms the authority of the head of a legal person to act on behalf of the legal entity (a copy of the decision on the appointment of that person or of his election), whereby the head of the legal person has the right to act on behalf of the legal entity without power of Attorney;
individuals have an identity document or a copy of all his sheets.

In case if on behalf of the applicant operates its representative by proxy, the application must be accompanied by a power of attorney to act on behalf of the applicant, in accordance with the established procedure, or notarially certified copy of such power of attorney. If the power of attorney to act on behalf of the applicant signed by a person authorized by a manager of a legal person, the application must also contain a document confirming the authorities of this person.
2. All sheets of the documents to be submitted together with the application or individual volumes of these documents should be sealed, numbered, sealed the applicant (for legal entities) and signed by the applicant or his representative.
Data documents (including each volume) also attached their inventory. Application and such inventory shall be drawn up in two copies, one of which remains with the seller, the other by the applicant.
Compliance with the above requirements the applicant means that the application and documents submitted together with the application, filed on behalf of the applicant. When the improper performance of the applicant of the requirement that all lists of documents submitted together with the application, or individual volumes of documents must be numbered, is not a ground for the refusal of the applicant to participate in the sale.
It is not allowed to establish other requirements for documents submitted together with the application, with the exception of the requirements set forth in this article, as well as require submission of other documents.
In case of sale of State or municipal property, in electronic form, application form and other documents submitted with it are served in the form of electronic documents. ";
10) article 17 shall be amended as follows: "article 17. Guarantee the labour rights of workers of open joint-stock companies, limited liability companies, created in the privatization process 1. Open joint-stock companies, limited liability companies created during privatization of property complexes of unitary enterprises shall comply with the modalities and responsible for the obligations contained in the collective agreements in force prior to the privatization of property complexes of unitary enterprises.
2. on the expiry of three months from the date of State registration of the open joint-stock company or limited liability company, established during the process of privatization of property of company, their employees (workers ' representatives), the Board of Directors (Supervisory Board), the executive body of the open joint-stock company or limited liability company can offer to conclude a new collective agreement or to extend for a period of up to three years of activity of the former Treaty.
3. After the privatization of property complexes of unitary enterprises labour relations of the employees of these unitary enterprises are continuing and may be changed or withdrawn only in accordance with the labour legislation of the Russian Federation.
4. If the head of the company carry out its activities on the basis of a civil law contract, relationship with him shall be regulated in accordance with the civil law and the agreement. ";
11) paragraph 6 of article 18 paragraph be supplemented as follows: "a document confirming the receipt of the deposit to the account specified in the information message is an extract from this account.";
12) in article 20: (a)) the name shall be reworded as follows: "article 20. The sale of shares of an open joint-stock company, shares in the Charter capital of a company with limited responsibility on the competition ";
b) paragraph 1 shall be amended as follows: "1. In contest can sell shares or share in the authorized capital of open joint stock company or limited liability company, which constitute more than 50 per cent of the authorized capital of these societies, if in respect of such property to the buyer, you must comply with certain conditions."
in para 5) supplemented by a paragraph along the following lines: "a document confirming the receipt of the deposit to the account specified in the information message is an extract from this account.";
g) point 19 shall be amended as follows: "19. The winner of the contest before moving on to him ownership of the shares of the open joint-stock company, the share in the authorized capital of a limited liability company, acquired by him in the contest, voting takes place in the administration of these societies on the stock, shares in the Charter capital of a company with limited liability, at their discretion, except for a vote on the following issues: making changes and additions to the constituent documents of the company;
alienation of the property, its transmission in the mortgage or rent, the other can lead to the alienation of the property of a company action, if the value of such property exceeds five per cent of the authorized capital of a company or more than fifty thousand times above the Federal minimum wage law;

bail and alienation of real estate economic society;
a loan of more than five percent of a company's net asset value;
establishment of companies, partnerships;
emission of securities are not convertible into shares of the open joint-stock company;
approval of the annual report, balance sheet, profit and loss accounts of the company, as well as distribution of profits and losses.
Vote on these issues, the winner of the contest takes place in the order, established by the Government of the Russian Federation, respectively, the State authorities of the constituent entities of the Russian Federation, bodies of local self-government.
The winner may not vote on the matter of reorganization or liquidation of a company.
Open joint stock company, limited liability company, shares, share in the authorized capital of which were sold at auction, before the execution of the winner of the competition's terms and conditions shall have no right to take the decision to change the authorized capital. Such joint stock company before this date do not have the right to decide on the holding of securities convertible into shares of the company. ";
d) paragraph 20 shall be invalidated;
(e)) paragraph four of paragraph 21 shall be amended as follows: "limiting the assignment changes to individual objects that are used to implement scientific and (or) scientific and technical activities, socio-cultural, domestic, or transport services to the public, and (or) the cessation of the use of specified objects";
13) Article 23: (a)) shall be amended with paragraph 4-1 to read as follows: "4-1. To participate in the sale by public offering an applicant makes a deposit of 10 percent of the initial price specified in the information message about sale of State or municipal property.
A document confirming the receipt of the deposit to the account specified in the information message is an extract from this account. ";
b) item 7 supplement subparagraph 4 to read as follows: "4) within the prescribed time limit receipt of the deposit to the account specified in the news report, not confirmed. ';
14) article 27 recognized lapsed;
15) in paragraph two of article 32, paragraph 2, the words "category and cost" should be replaced by the words "category or the size of the share in the authorized capital of a company with limited liability";
16) in paragraph two of article 35, paragraph 4, the words "shall be distributed in accordance with the provisions of article 33 of this federal law" should be replaced by "listed in the manner prescribed by the budget code of the Russian Federation";
17) article 36: (a)) paragraph 1 shall be amended as follows: "1. Refunds for invalid transactions of sale of State or municipal property shall be carried out in accordance with the budget code of the Russian Federation at the expense of the federal budget, the budgets of the constituent entities of the Russian Federation or local budgets based on the Court decision has entered into force after the transfer of such property in federal ownership, the property the subject of the Russian Federation or municipal ownership.";
b) paragraph 2 shall be invalidated;
18) in the title of Chapter VII, the words "open joint-stock companies, shares" were replaced by the words "open joint-stock companies and limited liability companies, stocks, shares in authorized capitals of";
19) article 37 shall be amended as follows: "article 37. Features of creation of open joint-stock company, a limited liability company by converting a unitary enterprise 1. Economic society created by converting a unitary enterprise, from the moment of its State registration in the unified State Register of legal entities becomes the legal successor of the company in accordance with the transfer document drawn up in accordance with the provisions of article 11 hereof, with all the changes in the composition and value of the property complex unitary enterprise, which occurred after the decision on the conditions of privatization of property of the unitary enterprise.
2. The charters were created by converting a unitary enterprise open joint-stock company, a limited liability company are subject to the requirements of the Federal law of December 26, 1995, N 208-FZ "about joint-stock societies", February 8, 1998 Federal law N 14-ФЗ "About societies with limited liability and certain features of this federal law.
3. Statutes created open joint-stock company, a limited liability company are defined in the mandatory objectives and activities of these societies.
4. Dimensions of the statutory capital created by converting a unitary enterprise open joint-stock company, a limited liability company shall be determined in accordance with the provisions of article 11 hereof.

5. Until the first general meeting of the shareholders of the open joint-stock company or a general meeting of shareholders of the limited liability company the head of State or municipal unitary enterprise, transformed into an open joint stock company or limited liability company, is appointed by the Director-General (ceo) of open joint stock company or limited liability company.
6. Simultaneously with the adoption of the Charter of open joint-stock company, a limited liability company's Charter is determined by the number of members of the Board of Directors (Supervisory Board) and members of the Board of Directors (Supervisory Board) and its President, as well as the Audit Commission is formed or is appointed auditor of the society for the period until the first general meeting of the shareholders of the open joint-stock company, the general meeting of shareholders of the limited liability company, if education Board of Directors (Supervisory Board) and (or) the Audit Commission or appointment of the auditor provided for in the Charter of the society with limited liability.
7. the Charter of a company with limited liability, 100 per cent of the authorized capital of which belongs to the Russian Federation, constituent of the Russian Federation or the municipality cannot be preemptive right of society to acquire the share sold his party.
8. To societies with limited liability, established by the privatization of State and municipal unitary enterprises shall not apply the provisions of paragraph 2 of the third paragraph of article 15 of the Federal law dated February 8, 1998, N 14-ФЗ "About societies with limited liability.";
20) article 39: (a)) the name shall be reworded as follows: "article 39. The peculiarities of the legal status of open joint-stock companies, limited liability companies, stocks, shares in authorized capitals of which are owned by the Russian Federation, constituent entities of the Russian Federation or municipalities and not assigned by State or municipal unitary enterprises, State or municipal institutions ";
b) paragraph 1 shall be amended as follows: "1. the rights of the shareholders of the open joint-stock companies, participants in a limited liability company, shares, shares in authorized capitals of which are owned by the Russian Federation and not reserved for federal state unitary enterprises, Federal Government agencies, on behalf of the Russian Federation shall be exercised by the Government of the Russian Federation and (or) the authorized federal body of executive power or in cases envisaged by federal law , the State Corporation.
Rights of shareholders of open joint-stock companies, participants in a limited liability company, shares, shares in authorized capitals of which are owned by the subject of the Russian Federation, the municipality and not assigned by State or municipal unitary enterprises or by State or municipal institutions, on behalf of a constituent entity of the Russian Federation, the municipality carry out respectively to the State authorities of the Russian Federation, bodies of local self-government.
Representatives of the interests of the Russian Federation, constituent entities of the Russian Federation and municipal entities in the Administration and audit committees open joint-stock companies, limited liability companies can be substitute accordingly, State and municipal offices, as well as other persons.
In some cases, on behalf of the Russian Federation, constituent entities of the Russian Federation, the municipality of certain rights of the shareholder of the joint stock company or limited liability company participant may exercise State property dealers, municipal property to the extent and in the manner which are respectively defined normative legal acts of the Government of the Russian Federation, normative legal acts of the executive authorities of the constituent entities of the Russian Federation, legal acts of local self-government bodies.
The management of owned by the Russian Federation State property of subjects of the Russian Federation or municipal ownership of shares of open joint-stock companies, shares in limited liability companies created in the privatization process, the Government of the Russian Federation, bodies of State power of the constituent entities of the Russian Federation, bodies of local self-government;
in) paragraph 2 shall be amended as follows:

"2. If the State or municipal property are reserved for State or municipal unitary enterprises, State or municipal institutions 100% shares of the open joint-stock company, the share in the Charter capital of a company with limited liability, amounting to 100 per cent of its share capital, the powers of the supreme body of management of the society are carried out on behalf of the respective owner of the shares of the open joint-stock company, the owner of a share in a limited liability company in order established by the Government of the Russian Federation, respectively, State authorities of the constituent entities of the Russian Federation, bodies of local self-government. Stipulated by the Federal law of December 26, 1995, N 208-FZ "on joint stock companies" and the Federal law of February 8, 1998, N 14-ФЗ "About societies with limited liability" the procedures for the preparation and conduct of the general meeting of shareholders, the company's General participants ' meeting are not applicable, except for provisions relating to the timing of the annual general shareholders meeting, the company's General participants ' meeting. "
g) shall be amended with paragraph 2-1 as follows: "2-1. Created by privatization of State or municipal unitary enterprise open joint-stock company, a limited liability company is entitled to carry out their statutes, activities on the basis of licenses and other permits issued by appropriate State or municipal unitary enterprise ";
21) in article 42: a) in the first subparagraph of paragraph 3, the words ", as well as of the means indicated in article 33 of this federal law" should be deleted;
b) in paragraph 5, the words "article 33 hereof" were replaced by the words "budget code of the Russian Federation";
22) article 43, paragraph 9, after the words "public companies," add the words "limited liability company".
Article 89, paragraph 3 of article 2 of the Federal law dated July 23, 2008 year N 160-FZ "on amending certain legislative acts of the Russian Federation in connection with the improvement of the exercise of authority of the Government of the Russian Federation" (collection of laws of the Russian Federation, 2008, no. 30, art. 3616) shall be invalidated.
Russian President Dmitry Medvedev in Moscow, the Kremlin July 11, 2011 year N 201-FZ

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