On Amendments To The Federal Law "on Joint Stock Companies" And The Federal Law "on Limited Liability Companies" Part Regulation Of Major Transactions And Transactions In Which There Is Interest

Original Language Title: О внесении изменений в Федеральный закон "Об акционерных обществах" и Федеральный закон "Об обществах с ограниченной ответственностью" в части регулирования крупных сделок и сделок, в совершении которых имеется заинтересованность

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RUSSIAN FEDERATION FEDERAL LAW on amendments to the Federal law "on joint stock companies" and the Federal law "on limited liability companies" part regulation of major transactions and transactions in which there is interest passed by the State Duma June 24, 2016 year approved by the Federation Council June 29, 2016 year Article 1 amend the Federal law of December 26, 1995 year no. 208-FZ "about joint-stock societies" (collection of laws of the Russian Federation , 1996, no. 1, art. 1; 2001, no. 33, art. 3423; 2002, no. 45, art. 4436; 2004, no. 49, St. 4852; 2006, no. 1, art. 5, 19; No. 2, art. 172; # 31, art. 3445; 2009, no. 23, art. 2770; # 29, art. 3642; 2011, no. 1, art. 13; # 49, St. 7024; 2012, no. 53, art. 7607; 2013, no. 30, art. 4043, 4084; No. 45, art. 5797; # 51, art. 6699; 2015, no. 27, art. 4001; 2016, no. 23, art. 3296) as follows: 1) in paragraph 1 of article 48: a) in subparagraph 15 words "approving" should be replaced by the words "acceptance or subsequent approval";
b) in subparagraph 16 words "approving" should be replaced by the words "acceptance or subsequent approval";
2) section 49: (a)) in paragraph 4, the words "in subparagraphs 1-3, 5, 17 and 19-2" were replaced by the words "in subparagraphs 1-3, 5, 16, 17 and 19-2";
b) in paragraph 9, the words "on approval of major transactions and" were replaced by the words "acceptance or subsequent approval of major transactions and consent to commit or subsequent approval";
3) the first paragraph of article 52, paragraph 3, after the words "prior to the date of the general meeting of shareholders," add the words "the conclusion of the Board of Directors (Supervisory Board) of a large transaction record of the prisoners society during the year, transactions in which there is interest,";
4) in paragraph 1 of article 65:15) subparagraph a shall be reworded as follows: ") 15 consent to commit or subsequent approval of transactions in cases stipulated by this federal law;";
b) in subparagraph 16, the word "approval" should be replaced by the words "consent to commit or subsequent approval";
5) in paragraph two article 68, paragraph 7 the words "large transactions and transactions in which there is interest" were replaced by the words "deals, consent to which the related law or the company Charter to the competence of the Board of Directors (Supervisory Board)";
6 article 69, paragraph 2) supplemented by a paragraph along the following lines: "the Charter of a company may be a need to obtain the consent of the Board of Directors (Supervisory Board) or the general meeting of shareholders to commit to certain transactions. In the absence of such consent or approval of the respective transaction it may be challenged by the persons referred to in the first subparagraph of paragraph 6 of article 79 of the present Federal law, on the grounds set out in article 174, paragraph 1 of the Civil Code of the Russian Federation. ";
7) second paragraph of paragraph 1 of article 75 shall be amended as follows: "adoption by the general shareholders ' meeting decision on reorganization or consent to commit or subsequent approval of major transaction, the subject of which is the property whose cost totals more than 50 per cent of the assets of the company determined according to its financial statements for the last reporting date (including a transaction at the same time , in which there is interest), if they voted against the decision on reorganization or against the decision to consent to the Commission or to the subsequent approval of the transaction either did not participate in the voting on those issues; ";
8) article 77: a) in paragraph 1: in the fourth paragraph, the second sentence should read as follows: "in the public society price (monetary valuation) property shall be determined by a majority of directors who are not interested in the transaction and the relevant requirements set out in paragraph 3 of article 83 of the Federal law, unless a greater majority vote referred to the Board of Directors does not provide for the Charter of a public society.";
the fifth paragraph shall be reworded as follows: "If the number of directors who are not interested in the transaction, and the public society, the number of directors who are not interested in committing transactions and meeting the requirements set out in paragraph 3 of article 83 of the Federal law is less than a specific Charter of quorum for holding a meeting of the Board of Directors (Supervisory Board), price (monetary valuation) property shall be determined by decision of the Board of Directors (Supervisory Board) unanimously by all members of the Board of Directors (Supervisory Board) When this does not take into account the votes of the retired members of the Board of Directors (Supervisory Board), if the Charter does not stipulate that the price (monetary value) of the property to be determined by the decision of the general meeting of shareholders adopted in the manner provided for in paragraph 4 of article 83 of the Federal law. ";
b) in paragraph 4: in the first paragraph, the words "decisions of the Board of Directors (Supervisory Board) provided for" were replaced by the words "the decision of the general meeting of shareholders or the Board of Directors (Supervisory Board),";

in the second paragraph, the words "decisions of the Board of Directors (Supervisory Board) provided for" were replaced by the words "the decision of the general meeting of shareholders or the Board of Directors (Supervisory Board),";
9) in article 78: (a)) paragraph 1 shall be amended as follows: "1. A big deal is considered the deal (multiple interrelated transactions), beyond the ordinary course of business and at the same time: 1) associated with the acquisition, alienation or possibility of alienation of society directly or indirectly assets (including loan, credit, mortgage, guarantee, acquire such number of shares and other emissive securities convertible to shares of public society that would lead to the emergence of a society have the duty to send a binding offer in accordance with Chapter XI-1 hereof), price or book value which stands at 25 percent or more of the assets of the company determined according to its financial statements for the last reporting date;
2) which provides for the obligation of society to transfer the property for temporary possession and (or) use or provide to a third party the right to use the results of intellectual activity or means of individualization on license terms, if their carrying amount is 25 percent or more of the assets of the company determined according to its financial statements for the last reporting date. ";
b) shall be amended with paragraph 1-1 as follows: "1-1. In the case of alienation or possibility of alienation of property with a book value of the assets of the company are mapped to the highest of two values-the carrying value of such assets or the price of his exclusion. In case of purchase of assets with carrying amount of the assets is mapped to the purchase price of such property.
In the case of transfer of the assets of the company for temporary possession and (or) use with the book value of the assets of the company mapped the carrying value is passed into the temporary possession or enjoyment of property.
In case of transaction by company or several interrelated transactions involving the acquisition of shares and other emissive securities convertible to shares of a public society, which lead to the emergence of a society have responsibilities for the acquisition of shares and other emissive securities convertible to shares of a public society, in accordance with Chapter XI-1 of this federal law, with the book value of the assets of the company maps price all shares and other emissive securities convertible into shares that can be purchased by the society on such deals in accordance with Chapter XI-1 of this Federal Act. ";
in) paragraph 2 shall be amended as follows: "2. the general meeting of shareholders of the decision to consent to the Commission of a major transaction cost of property or rights to results of intellectual activity, which are the subject of a major transaction shall be determined by the Board of Directors (Supervisory Board) of a company, in accordance with article 77 of this federal law.
Board of Directors (Supervisory Board), the company confirms the conclusion of large transactions, which should contain including information on alleged consequences for the activities of the society as a result of a major transaction and the assessment of the Commission of a major transaction. Opinion on the major transaction is included in the information (materials) provided to shareholders while preparing for the stockholders meeting, which dealt with the question of consent to commit or subsequent approval of major transaction.
In the absence of a Board of Directors (Supervisory Board) in the community opinion on the major transaction is approved the sole executive body of the company. ";
g) paragraphs 3 and 4 be supplemented as follows: "3. the provisions of this chapter do not apply: 1) to the societies in which 100 percent of the voting shares are owned by one person, who is simultaneously the only person with the authority of the individual executive body of the company;
2) to transactions related to placement or the provision of services (public offer) and (or) Organization (public offering) shares and emissive securities convertible to shares of the company (except for conditions on the determination and payment of remuneration to the person (s) providing services under this subparagraph);
3) to relations arising upon the transfer of rights to assets in the process of reorganization of the company, including treaties on merger and consolidation agreements;

4) transactions, which are necessary for the society in accordance with federal laws and (or) other legal acts of the Russian Federation and which are produced at the prices specified in the order, established by the Government of the Russian Federation, or on prices and tariffs established by the Government of the Russian Federation by the authorized federal body of executive power, as well as to public contracts concluded by the society under conditions indistinguishable from other conditions negotiated by the society of public contracts;
5) to transactions on the acquisition of shares and other emissive securities convertible to shares of a public society, concluded under the conditions laid down in the proposal for compulsory acquisition of shares and other emissive securities convertible to shares of a public company;
6) to transactions concluded on the same terms as the contract, if the contract contains all the information referred to in paragraph 4 of article 79 of this federal law and consent to its conclusion in the manner provided for in this chapter.
4. For the purposes of this federal law under the transactions do not transcend the ordinary course of business, any transactions with activities relevant society or other organizations engaged in similar activities, regardless of whether such committed transaction data from the society for less, if such transactions do not lead to cessation of operations of the company or change its appearance or substantially change its proportions. ";
10) in article 79: (a)) in the title, the word "approval" should be replaced by the words "consent or approval";
b) paragraph 1 shall be amended as follows: "1. To commit a major transaction shall be subject to the consent of the Board of Directors (Supervisory Board) or the general meeting of shareholders in accordance with this article.";
in paragraph 2): the first paragraph shall be reworded as follows: "2. the decision to consent to the Commission or to the subsequent approval of major transaction, the subject of which is the property whose cost totals from 25 to 50 per cent of the assets of the company was adopted by all the members of the Board of Directors (Supervisory Board) unanimously, that does not take account of the voices of the retired members of the Board of Directors (Supervisory Board).";
in the second paragraph, the words "approval" should be replaced by the words "acceptance or subsequent approval";
g) in paragraph 3 the words "approval" should be replaced by the words "acceptance or subsequent approval";
d) items 4-6 shall be amended as follows: "4. The decision on consent to the Commission or to the subsequent approval of major transaction, the subject of which is the property whose cost totals more than 50 per cent of the assets of the company determined according to its financial statements for the last reporting date, fall within the exclusive competence of the general meeting of shareholders and cannot be traced by the company Charter to the competence of other organs of society.
The decision to consent to the Commission or to the subsequent approval of a major transaction shall be specified by the person (s), being the Party (s) of such transaction, the beneficiary (beneficiaries), the price, the subject of a major transaction and its other significant conditions or the order of their definitions.
The decision to consent to the Commission of a major transaction may not indicate the party to the transaction and the beneficiary, if the deal is on trades, as well as in other cases, if such a transaction and the beneficiary cannot be determined at the time of consent to commit the transaction.
The provisions of the third paragraph of this paragraph shall not apply to transactions of public companies, included in the list of strategic enterprises and strategic companies, approved by Decree of the President of the Russian Federation on approval of the list of strategic enterprises and strategic joint-stock companies, as well as joint stock companies and more than 50 percent of the shares of which are owned by the Russian Federation and (or) in respect of which a special right to the Russian Federation's participation in the management of the company ("golden share").
The decision to consent to the Commission of a major transaction may also contain an indication of the minimum and maximum values of the conditions of such a transaction (the upper limit of the purchase price of the property or the lower limit value of the sale of the property) or the order of their definitions, agreeing to a number of similar transactions, the terms of such transaction alternatives requiring its consent, consent to commit major transaction subject to commit several transactions simultaneously.
The decision on consent to commit a big deal can be specified a time limit within which such a decision indeed. If such a term is not specified, the agreement is deemed to be valid for one year from the date of its adoption, unless otherwise follows from the nature and terms of the big deal, to commit which has consented or circumstances in which the consent was given.

Big deal may be made under the suspenseful condition for approval at its perpetration in the manner prescribed by this federal law.
5. If the big deal, the subject of which is the property whose cost totals more than 50 per cent of the assets of the company determined according to its financial statements for the last reporting date is the same as a transaction in which there is interest, and in accordance with this federal law the question of consent to commit major transaction submitted to the general meeting of shareholders (Chapter XI of this federal law) , the decision to consent to the Commission of a major transaction shall be deemed adopted if given the number of votes required in accordance with paragraph 4 of article 49 of this federal law, and a majority of all are not interested in the deal of shareholders-owners of voting shares taking part in the general meeting of shareholders. If the big deal, the subject of which is the property whose cost totals from 25 to 50 per cent of the assets of the company determined according to its financial statements for the last reporting date is the same as a transaction in which there is interest, and in accordance with this federal law the question of consent to commit major transaction submitted to the general meeting of shareholders (Chapter XI of this federal law) , the decision to consent to the Commission of a major transaction shall be taken in the manner provided for in chapter XI of this federal law.
6. Big deal, done in violation of the consent order on its undertaking, may be invalidated (article 173-1 of the Civil Code of the Russian Federation) on a lawsuit filed by the company, a member of the Board of Directors (Supervisory Board) of a company or its shareholders (shareholder) who own in aggregate not less than 1% of the voting shares of the company. The limitation period for a claim for the recognition of a major transaction null and void in the event of his passes cannot be restored. "
(e)) shall be amended with paragraph 6-1 as follows: "6-1. Court refuses to meet the requirements for recognition of a major deal in the absence of proper consent to its perpetration, void if at least one of the following circumstances: 1) at the time of the trial presented evidence of the subsequent approval of the Commission of the transaction in question;
2) in a case not proved in court that the other party to the transaction knew or should have known that the transaction was a big deal for society, and (or) about the absence of proper consent for its perpetration. ";
f) paragraph 7 shall be invalidated;
11) Article 81: a) para 1 shall be amended as follows: "1. A transaction in which there is interest, acknowledged the deal, in which there is interest of a member of the Board of Directors (Supervisory Board), its sole executive body, members of the collegial executive body of the company or a controlling person of the company or person who has the right to give instructions obligatory for the society.
These persons are recognized as interested in execution of transaction by company if they, their spouse, parents, children, siblings and half siblings, adoptive parents and adoptees and (or) controlled by him (controlled by the Organization): a party, an intermediary or a representative of the beneficiary in the transaction;
are the controlling person of the legal person, party, an intermediary or a representative of the beneficiary in the transaction;
held positions in the governing bodies of a legal person, a party, an intermediary or a representative of the beneficiary in the transaction, as well as posts in the administration of such a legal person managing organization.
For the purposes of this chapter, the controlling person is a person having the right to directly or indirectly (through the controlled persons) dispose by virtue of participation in the organization-controlled and (or) on the basis of contracts of trust asset management, and (or) simple camaraderie and (or) orders, and (or) shareholders agreement, and/or other agreements, the subject of which is the realization of the rights certified by shares controlled by the Organization, more than 50 percent of the vote in the highest organ of the organization-controlled management or right to appoint (elect) sole executive body and (or) more than 50 per cent of collective management body controlled by the organization. Controlled entity (organization-controlled) is a legal entity under direct or indirect supervision of the supervisory entity.
For the purposes of this chapter, the Russian Federation, constituent entity of the Russian Federation, the municipality does not recognize regulatory entities.

Interested in joint-stock companies included in the list of strategic enterprises and strategic companies, approved by Decree of the President of the Russian Federation on approval of the list of strategic enterprises and strategic joint-stock companies, as well as joint stock companies and more than 50 percent of the shares of which are owned by the Russian Federation and (or) in respect of which a special right to the Russian Federation's participation in the management of the company ("golden share") In addition to the persons referred to in this article, is the person entitled to directly or indirectly (through the controlled persons) to dispose of more than 20 percent of the vote in the highest organ of the organization-controlled management or right to appoint (elect) sole executive body and (or) more than 20 per cent of collective management body controlled by the organization. ";
b) shall be amended with paragraph 1-1 as follows: "1-1. the company must inform about the deal, in which there is interest, members of the Board of Directors (Supervisory Board), members of the company's collective executive body, and if such transactions are interested, all the members of the Board of Directors (Supervisory Board), or if it is not provided by law or the company Charter, shareholders in the manner provided for the announcement of holding the stockholders meeting unless otherwise prescribed by the company Charter. The Charter of a company may provide for the duty of notification of shareholders along with the members of the Board of Directors (Supervisory Board).
The notice must be sent no later than fifteen days before the date of the transaction in which there is interest, unless a different term is not installed by the company Charter, and it must be specified by the person (s), a party (parties), the beneficiary (beneficiaries), the price, the subject of her transactions and other significant conditions or order their definitions, as well as the person (s) having an interest in the transaction , the grounds on which a person (each of) having an interest in the transaction, is one.
In preparing for the annual general meeting of shareholders of the public society of persons entitled to participate in the annual general meeting of shareholders must be provided with a report about prisoners society during the year, transactions in which there is interest. This report must be signed by the sole executive body of the company and approved by the Board of Directors (Supervisory Board), the reliability of the data contained therein must be confirmed by the auditing Commission (Auditor) of the company. ";
in) paragraph 2 shall be amended as follows: "2. the provisions of this chapter do not apply: 1) to transactions carried out in the ordinary course of business of the company, provided that the society repeatedly over a long period of time on similar conditions committed similar transactions where there is no interest, including to transactions carried out by credit institutions in accordance with article 5 of the Federal law" on banks and banking activities ";
2) to societies in which 100 percent of the voting shares are owned by one person, who is simultaneously the only person with the authority of the individual executive body of the company;
3) to transactions for which interested all owners of voting shares of the company, in the absence of interest of other persons, unless the Charter provides for the right of a shareholder society purpose require consent to commit the transaction before its perpetration;
4) to transactions related to placement, including through subscription of shares and emissive securities convertible to shares of the company;
5) to deals on floatation of society by public subscription of bonds or the acquisition of bonds placed by that society;
6) to transactions on the acquisition or redemption society hosted their shares;
7) to relations arising upon the transfer of rights to assets in the process of reorganization of the company, including treaties on merger and consolidation agreements;
8) transactions, which are necessary for the society in accordance with federal laws and (or) other legal acts of the Russian Federation and which are produced at the prices specified in the order, established by the Government of the Russian Federation, or on prices and tariffs established by the Government of the Russian Federation by the authorized federal body of executive power, as well as to public contracts concluded by the society under conditions indistinguishable from other conditions negotiated by the society of public contracts;
9) to transactions which are carried out in accordance with paragraphs 6-8 of article 8 of the Federal law dated March 26, 2003 year no. 35-FZ "on electric power industry";

10) to transactions concluded on the same terms as the contract, if the contract contains all the information referred to in paragraph 6 of article 83 of the Federal law, and agreed at its conclusion, in the manner provided by this chapter;
11) to transactions conducted through a public auction or public bidding results, if the conditions for such trades or participate in pre-approved by the Board of Directors;
12) to transactions subject to which is the property, price or book value of which is not more than 0.1 per cent of the assets of the company according to its financial statements for the last reporting date, provided that the amount of such transactions does not exceed limits established by the Bank of Russia ";
82) article 13 shall be amended as follows: "article 82. Information of interest in execution of transaction by company 1. The persons referred to in the first subparagraph of paragraph 1 of article 81 of the present Federal law, within two months from the day when they knew, or should have know of circumstances by virtue of which they can be recognized interested in committing society transactions must notify society: 1) of legal persons in relation to whom they, their spouse, parents, children, siblings and half siblings , adoptive parents and adopted children and (or) their organizations are controlled by the controlling person or have the right to give binding instructions;
2) legal persons in Government which they, their spouse, parents, children, siblings and half siblings, adoptive parents and adoptees and (or) their controlled persons hold positions;
3) about known or suspected transactions committed by them in which they can be recognized by stakeholders.
2. In case of changes in the information specified in subparagraphs 1 and 2 of paragraph 1 of this article, after receiving a notification by the society under paragraph 1 of this article, the persons referred to in the first subparagraph of paragraph 1 of article 81 of this federal law, shall be obliged to notify the public about such changes within 14 days from the day when they knew or had to know how to change them.
3. Order requirements of the direction and form of notifications provided for in paragraphs 1 and 2 of this article shall be established by the Bank of Russia.
4. the company shall communicate the information contained in the received notifications provided for in paragraphs 1 and 2 of this article to the attention of the Board of Directors (Supervisory Board), internal audit Commission (internal auditor) of the company, as well as the company's auditor at his request. ";
13) article 83: a) in the title, the word "approval" should be replaced by the word "commit";
b) paragraph 1 shall be amended as follows: "1. a transaction in which there is interest, does not require the prior consent of its perpetration.
The deal, in which there is interest, until it is made can be obtained the consent of the Board of Directors (Supervisory Board) or the general meeting of shareholders in accordance with this article at the request of the sole executive body, a member of the company's collective executive body, Member of the Board of Directors (Supervisory Board) of a company or a shareholder (shareholders) possessing not less than 1% of the voting shares of the company.
The requirement of a general shareholders meeting or Board of Directors (Supervisory Board) to address the issue of consent to the transaction, in which there is interest, directed and is dealt with in the manner provided for in article 55 of this federal law. Board of Directors (Supervisory Board) of a company is entitled to refuse to meet the requirements of a general shareholders meeting or Board of Directors (Supervisory Board) on the bases provided for in article 55 of this federal law, as well as in the case at the time of the consideration of requirements already has the decision to consent or refuse to consent to the Commission of the relevant transaction. Re-application demands possible not earlier than three months unless a shorter period is prescribed by the company Charter. ";
in) in paragraph 2 the words "in a number of shareholders-owners of voting shares and less than 1000 approval" shall be replaced with the words "in the case provided for in paragraph 1 of this article, the nepublichnom society the decision to consent to the Commission of" after the words "by a majority of the directors," add the words "unless a greater number is required by the company Charter,";
g) paragraph 3 shall be amended as follows: "3. In the case provided for in paragraph 1 of this article, public society acceptance to commit the transaction, in which there is interest, is adopted by the Board of Directors (Supervisory Board) of a company by a majority vote (unless a greater number is required by the company Charter) directors who are not interested in it, are not and were not within one year prior to the adoption of the decision:

1), the person serving as the company's sole executive body, including his Manager, a member of the company's collective executive body, a person holding a post in the administration of the management organization of society;
2) person, spouse, parents, children, siblings and half siblings, adoptive parents and adoptees are persons holding posts in the administration of the management organization of society, the managing organization of the society, or by a person who is the Manager of the company;
3) by a person in control of the company or the administering Organization (Manager), which transferred the functions of the individual executive body of the company, or have the right to give instructions obligatory for society. ";
d) supplement paragraphs 3-1 and 3-2 to read as follows: "3-1. If the number of directors who are not interested in committing transactions and meeting the requirements set out in paragraph 3 of this article becomes less than two directors, if a greater number of Directors constituting the quorum for the meetings of the Board of Directors (Supervisory Board), public society on this issue, not provided for in the Charter of the public society, such a transaction requires the approval of the general meeting of shareholders at its perpetration in the manner provided for in paragraph 4 of this article.
3-2. the Charter of a company may provide that all or some of the transactions in which there is interest and which do not require the consent of the general meeting of shareholders on their Commission in accordance with paragraph 4 of this article shall require in the case provided for in paragraph 1 of this article, consent to their Board of directors who are not interested in the transaction and how the requirements set out in paragraph 3 of this article and the additional criteria established by the company Charter. In such a case the Charter of a company must also include the quorum for a meeting of the Board of Directors (Supervisory Board) on this subject, which may not be less than two directors.
If the number of Directors is less than the amount of which shall be quorate as defined by the Charter for the meeting of the Board of Directors (Supervisory Board) on this matter, this decision must be taken by the general meeting of shareholders in the manner provided for in paragraph 4 of this article. ";
(e)) paragraph 4 shall be amended as follows: "4. the decision on consent to the transaction, in which there is interest, the general meeting of shareholders shall be taken by a majority of all are not interested in the transaction of shareholders-owners of voting shares taking part in the vote, in the following cases: If the subject of the transaction or several interrelated transactions is the property whose cost according to accounting (the bid price of the purchased assets) is 10 per cent or more of the assets of the company according to its financial statements for the last reporting date, with the exception of the transactions contemplated by the third and fourth subparagraphs of this paragraph;
If the transaction or several interrelated transactions are an implementation of the ordinary shares that make up more than two percent of ordinary shares, previously hosted by the society, and ordinary shares, which can be converted previously placed emissive securities convertible into shares if the company's Charter does not stipulate a fewer number of shares;
If the transaction or several interrelated transactions are implementation of preferred shares that make up more than two percent of shares, previously hosted by the society, and shares that can be converted previously placed emissive securities convertible to shares if the Charter of a company not provided fewer shares. ";
f) shall be amended with paragraph 4-1 to read as follows: "4-1. While committing non-public society transactions requiring consent to it in accordance with paragraph 4 of this article, all shareholders-owners of voting shares of the company are recognized as interested and when that someone from such shareholders requires consent to its undertaking, provided that such a right is given to him by the company Charter, this consent is given by a majority of all shareholders-owners of voting shares taking part in the vote.
If a transaction requiring its consent in accordance with paragraph 4 of this article, all shareholders-owners of voting shares of the company are recognized as interested and committing the transaction is interested in a person (persons) in accordance with paragraph 1 of article 81 of the present Federal law, consent to the Commission of such a transaction is given by a majority of all shareholders-owners of voting shares of the company taking part in the vote. ";
w) paragraph 5 shall be invalidated;
and) paragraph 6 shall be amended as follows:

"6. The decision to consent to the transaction, in which there is interest, the rules provided for in paragraph 4 of article 79 of the present Federal law. Furthermore, in the decision on consent to the transaction must be specified person (s) having an interest in the transaction, the grounds on which a person (each of) having an interest in the transaction, is one. ";
to) paragraph 8 shall be amended as follows: "8. the Charter of a non-public company may be established other than established by this chapter the order of approval of the transactions in which there is interest, or it is established that the provisions of chapter XI of this federal law do not apply to the society. Such provisions could be made non-public Charter at its establishment or when amending the company Charter by a resolution of the general meeting of shareholders, adopted unanimously by all shareholders. Excluded from the company Charter those provisions shall be by decision of the general meeting of shareholders passed by all the shareholders unanimously. ";
14) article 84: a) name shall be reworded as follows: "article 84. The procedure for challenging the transaction to commit without consent ";
b) paragraph 1 shall be amended as follows: "1. If a transaction in which there is interest, made in the absence of consent to its perpetration, Member of the Board of Directors (Supervisory Board) of a company or its shareholders (shareholder) who own in aggregate not less than 1% of the voting shares of the company, may apply to a society with a requirement to provide information regarding the transaction, including the documents or other information confirming that the deal does not violate the interests of the society (including made on terms not substantially different from the market). This information must be provided to a person who applies to the requirement to provide, within a period not exceeding 20 days from the date of receipt of the claim.
The deal, in which there is interest, may be declared invalid (para 2 of article 174 of the Civil Code of the Russian Federation) on a lawsuit filed by the company, a member of the Board of Directors (Supervisory Board) of a company or its shareholders (shareholder) who own in aggregate not less than 1% of the voting shares of the company, if it is made at the expense of the interests of society and it is proved that the other party to the transaction knew or should have known about that that deal was a bargain for the society, in which there is interest, and (or) that consent to its perpetration is missing. The absence of consent to the transaction itself is not enough for such a transaction invalid.
The limitation period for a claim for the recognition of transactions in which there is interest, invalid if it passes cannot be restored. "
in paragraph 1 complement)-1 to read: "1-1. Detrimental to the interests of society as a result of the transaction, in which there is interest, it is assumed, unless the contrary is proved, with the presence of the following conditions: 1) there is no agreement on a Commission or subsequent approval of the transaction;
2) person lodging a claim for recognition of agreement as invalid, was not at his request given information regarding the disputed transaction in accordance with paragraph 1 of this article. ";
g) in paragraph 2, the first sentence shall read as follows: "the person concerned in a lawsuit filed by the company or its shareholder bears responsibility before the society in the amount of damages caused to them by society, regardless of whether the relevant transaction is recognized invalid.";
d) supplemented by paragraph 3 to read as follows: "3. If at the date of conclusion of the transaction, in which there is interest, a person referred to in the first subparagraph of paragraph 1 of article 81 of the present Federal law violated the duty to notify the public about the occurrence of the circumstances under which the person concerned may be held, in accordance with article 82 of this federal law, wine said person inflicting such transaction loss society.";
15) article 84, paragraph 1-6: a) in the fourth paragraph the word "approval" should be replaced by the words "consent to commit or subsequent approval";
b) fifth word in the paragraph "approval" should be replaced by the words "consent to commit or subsequent approval".
Article 2 amend the Federal law from February 8, 1998, no. 14-ФЗ "About societies with limited liability" (collection of laws of the Russian Federation, 1998, no. 7, art. 785; 2009, no. 1, art. 20; # 29, art. 3642; 2011, no. 1, art. 13; 2013, no. 30, art. 4043) the following changes: 1) article 40 shall be amended with paragraph 3-1 as follows:

"3-1. the Charter of a company may be a need to obtain the consent of the Board of Directors (Supervisory Board) of a company or the company's General participants ' meeting to commit to certain transactions. In the absence of such consent or approval of the respective transaction it may be challenged by the persons referred to in the first subparagraph of paragraph 4 of article 46 hereof, in accordance with the procedure and on the grounds that article 174, paragraph 1 established the Civil Code of the Russian Federation. ";
2) second paragraph of paragraph 5 of article 43 shall be amended as follows: "recognition of the decisions of the general meeting of shareholders on approval of major transactions or decisions of the general meeting of shareholders or the decisions of the Board of Directors (Supervisory Board) approving transactions in which there is interest, null and void in the case of an appeal against such decisions apart from the challenge of transactions of society does not entail recognition of the relevant transactions.";
45) article 3 shall be amended as follows: "article 45. Interest in execution of transaction by company 1. A transaction in which there is interest, acknowledged the deal, in which there is interest of a member of the Board of Directors (Supervisory Board), its sole executive body, members of the collegial executive body of the company or a controlling person of the company or person who has the right to give instructions obligatory for the society.
These persons are recognized as interested in execution of transaction by company if they, their spouse, parents, children, siblings and half siblings, adoptive parents and adoptees and (or) controlled by him (controlled by the Organization): a party, an intermediary or a representative of the beneficiary in the transaction;
are the controlling person of the legal person, party, an intermediary or a representative of the beneficiary in the transaction;
held positions in the governing bodies of a legal person, a party, an intermediary or a representative of the beneficiary in the transaction, as well as posts in the administration of such a legal person managing organization.
For the purposes of this article, controlling person is a person having the right to directly or indirectly (through the controlled persons) dispose by virtue of participation in the organization-controlled and (or) on the basis of contracts of trust asset management, and (or) simple camaraderie and (or) orders, and (or) shareholders agreement, and/or other agreements, the subject of which is the realization of the rights certified by shares controlled by the Organization, more than 50 percent of the vote in the highest organ of the organization-controlled management or right to appoint (elect) sole executive body and (or) more than 50 per cent of collective management body controlled by the organization. Controlled entity (organization-controlled) is a legal entity under direct or indirect supervision of the supervisory entity.
For the purposes of this article, the Russian Federation, constituent entity of the Russian Federation, the municipality does not recognize regulatory entities.
2. The persons referred to in the first subparagraph of paragraph 1 of this article shall bring to the attention of the company's General participants ' meeting and in the presence of the Society Board of Directors (Supervisory Board), also to the attention of the Board of Directors (Supervisory Board) information: about the controlled entities;
on legal persons in which they hold positions in Government;
that they have relatives, indicated in paragraph 1 of this article's second paragraph, and the controlled specified relatives of persons (controlled organizations) (if there is such information);
about known or suspected perpetrated transactions for which they can be recognized as interested.
3. the company must inform about the transaction, in which there is interest, disinterested shareholders in the manner provided for notice to participants of the general meeting of shareholders, and if the Society Board of Directors (Supervisory Board) is also disinterested members of the Board of Directors (Supervisory Board).
The notice must be sent no later than fifteen days before the date of the transaction, unless a different term is prescribed by the company Charter, and it must be specified by the person (s), which is by her side, beneficiary, price, the subject of her transactions and other significant conditions or order their definitions, as well as the person (s) having an interest in the transaction, the grounds on which a person (each person) having an interest in the transaction, is one.

In preparing for the annual general meeting of shareholders of persons entitled to participate in the annual general meeting of shareholders must be provided with a report about prisoners society during the year, transactions in which there is interest. The report must be pre-approved by a person with the right regardless of other persons to exercise the powers vested in company sole executive body (in case the powers of sole executive authority is exercised by several persons jointly, all such persons), as well as the Board of Directors (Supervisory Board) of a company and auditing Commission (Auditor) of the company if their establishment provided for by the company Charter.
4. a transaction in which there is interest, does not require the prior consent of its perpetration.
The deal, in which there is interest, perhaps before its approval by the Commission of Board of Directors (Supervisory Board) of a company or the company's General participants ' meeting in accordance with this article by request of the sole executive body, a member of the company's collective executive body, Member of the Board of Directors (Supervisory Board) if their establishment provided for by the company Charter or parties (party), the share of which in aggregate represent not less than one per cent of the authorized capital stock of the company.
The decision to consent to the transaction, in which there is interest, is adopted by the Board of Directors (Supervisory Board) of a company by a majority of the directors (unless a greater number is required by the company Charter) not interested in her, or the company's General participants ' meeting by a majority vote (unless a greater number is required by the company Charter) of the total number of votes held by all company participants who are not interested in such a deal.
5. The decision to consent to the transaction, in which there is interest, shall apply the provisions of paragraph 3 of article 46 of this federal law. Furthermore, in the decision on consent to the transaction must be specified person (s) having an interest in the transaction, the grounds on which a person (each of) having an interest in the transaction, is one.
6. If a transaction in which there is interest, made in the absence of consent to its perpetration, Member of the Board of Directors (Supervisory Board) of a company or its participants (participant), with less than one percent of the total number of votes held by all company participants may apply to a society with a requirement to provide information regarding the transaction, including the documents or other information confirming that the deal does not violate the interests of the Community (made on terms not significantly different from the market, and other). This information must be provided to the complainant with the requirement of the person within the period not exceeding 20 days from the date of receipt of the relevant requirements.
The deal, in which there is interest, may be declared invalid (para 2 of article 174 of the Civil Code of the Russian Federation) on a lawsuit filed by the company, a member of the Board of Directors (Supervisory Board) of a company or its members (participants) with not less than 1% of the total number of votes held by the company participants, unless it is made at the expense of the interests of society and it is proved that the other party to the transaction knew or should have known about that that deal was a bargain for the society, in which there is interest, and (or) that there was no agreement on it. The absence of consent to the transaction itself is not enough for such a transaction invalid.
The limitation period for a claim for the recognition of transactions in which there is interest, invalid if it passes cannot be restored.
Detrimental to the interests of society as a result of the transaction, in which there is interest, it is assumed, unless the contrary is proved, with the presence of the following conditions: there is no agreement on a Commission or subsequent approval of the transaction;
the person submitting a claim for recognition of agreement as invalid, was not at his request given information regarding the disputed transaction in accordance with the first subparagraph of this paragraph.
7. the provisions of this article shall not apply to: to the transactions made in the ordinary course of business of the company, provided that the society repeatedly over a long period of time on similar conditions committed similar transactions where there is no interest, including to transactions carried out by credit institutions in accordance with article 5 of the Federal law "on banks and banking activities";
to societies, consisting of one participant, who is the only person with the authority of the individual executive body of the company;

to transactions in which there is interest of all participants in society, in the absence of interest in the transaction, unless the Charter provides for the right of party to require consent to commit the transaction before its perpetration;
to relations arising upon the transfer to the company a participation interest or a portion thereof in its Charter capital in cases stipulated by this federal law;
transactions on placement of society by public subscription of bonds or the acquisition of bonds placed by that society;
to relations arising upon the transfer of rights to assets in the process of reorganization of the company, including treaties on merger and consolidation agreements;
transactions, which are necessary for the society in accordance with federal laws and (or) other legal acts of the Russian Federation and which are produced at the prices specified in the order, established by the Government of the Russian Federation, or on prices and tariffs established by the Government of the Russian Federation by the authorized federal body of executive power, as well as to public contracts concluded by the society under conditions indistinguishable from other conditions negotiated by the society of public contracts;
transactions concluded on the same terms as the contract, if the contract contains all the information referred to in paragraph 5 of this article, and had been accepted at its conclusion, in the manner provided by this article, the governing body of the society, which is competent to provide such consent to the conclusion of the main contract;
to transactions concluded through a public auction or public bidding results, if the conditions for such trades or participate in pre-approved by the Board of Directors (Supervisory Board) of a company or the company's General participants ' meeting;
to transactions subject to which is the property, price or book value of which is not more than 0.1 per cent of the assets of the company determined according to its financial statements for the last reporting date, provided that the amount of such transactions does not exceed the limit values laid down by the Central Bank of the Russian Federation. User Info for such transactions disclosed in the manner prescribed by paragraph 3 of this article.
8. In the case of education in society Board of Directors (Supervisory Board) decision on consent to commit transactions in which there is interest, in the case provided for in paragraph 4 of the present article, may be referred by the company Charter to the competence of the Board of Directors (Supervisory Board), except if the contract price or value of the property which is the subject of a transaction exceeds 10 per cent of the assets of the company defined on the basis of the accounting data for the most recent reporting period.
9. the Charter of a company may be installed separate from the established order of this article, the approval of the transactions in which there is interest, or it is established that the provisions of this article shall not apply to that society. Such provisions could be included in the company Charter at its establishment or modification of its Statute to address the company's General participants ' meeting passed by all company participants unanimously. Excluded from the company Charter those provisions is subject to a decision of the company's General participants ' meeting passed by all company participants unanimously. ";
4) article 46 shall be amended as follows: "article 46. Major transactions 1. A big deal is considered the deal (multiple interrelated transactions), beyond the ordinary course of business and at the same time, related to the acquisition, alienation or possibility of alienation of society directly or indirectly assets (including loan, credit, mortgage, guarantee, acquire such number of shares (other emissive securities convertible to shares) public societies, resulting in an obligation of society to send a binding offer in accordance with Chapter XI-1 December 26, 1995 Federal Law № 208-FZ "about joint-stock societies") , price or book value which stands at 25 percent or more of the assets of the company determined according to its financial statements for the last reporting date;
providing for the obligation of society to transfer the property for temporary possession and (or) use or provide to a third party the right to use the results of intellectual activity or means of individualization on license terms, if their carrying amount is 25 percent or more of the assets of the company determined according to its financial statements for the last reporting date.

2. In the case of exclusion or the possibility of alienation of property with a book value of the assets of the company are mapped to the highest of two values-the carrying value of such assets and the price of his exclusion. In case of purchase of assets with carrying amount of the assets is mapped to the purchase price of such property.
In the case of transfer of the assets of the company for temporary possession and (or) use with the book value of the assets of the company mapped the carrying value is passed into the temporary possession or enjoyment of property.
In case of transaction by company or several interrelated transactions on purchase actions (other emissive securities convertible to shares) public societies that give rise to the emergence of a society have the duty to acquire shares (other emissive securities convertible to shares) in accordance with Chapter XI-1 December 26, 1995 Federal Law № 208-FZ "about joint-stock societies", with the book value of the assets of the company maps price all shares that can be purchased by the society on such transactions, in accordance with Chapter XI-1 December 26, 1995 Federal Law № 208-FZ "about joint-stock societies".
3. The decision on consent to the Commission of a major transaction is within the competence of the company's General participants ' meeting.
In the case of education in society Board of Directors (Supervisory Board) decision to consent to the Commission of major transactions involving the acquisition, alienation or possibility of alienation of society directly or indirectly the property whose cost totals from 25 to 50 per cent of the value of the property of the company can be traced by the company Charter to the competence of the Board of Directors (Supervisory Board).
The decision to consent to the Commission of a major transaction shall be specified by the person (s), which is by her side, beneficiary, price, the subject of her transactions and other significant conditions or the order of their definitions.
The decision to consent to the Commission of a major transaction may not indicate the party to the transaction and the beneficiary, if the deal is on trades, as well as in other cases, if the party to the transaction and the beneficiary cannot be determined at the time of consent to commit the transaction.
The decision to consent to the Commission of or about a subsequent transaction may also contain an indication of: the minimum and maximum transaction terms (the upper limit of the purchase price of the property or the lower limit value of the sale of the property) or the order of their definitions;
to consent to the Commission of a number of similar transactions;
on alternatives deal terms requiring consent to it;
to consent to transactions subject to commit several transactions simultaneously.
The decision to consent to the Commission or to the subsequent approval of major transaction can be specified a time limit within which such a decision indeed. If such a term is not specified, the agreement is deemed to be valid for one year from the date of its adoption, unless otherwise follows from the nature and terms of the transaction, the commit which has consented or circumstances in which the consent was given.
Big deal can be concluded under the suspenseful condition for obtaining proper consent to it in the manner prescribed by this federal law.
4. Big deal, done in violation of the consent order on its undertaking, may be declared invalid in accordance with article 173-1 of the Civil Code of the Russian Federation on a lawsuit filed by the company, a member of the Board of Directors (Supervisory Board) of a company or its members (participants) with not less than 1% of the total number of votes held by all company participants.
The limitation period for a claim for the recognition of a major transaction null and void in the event of his passes cannot be restored.
5. Court refuses to meet the requirements for recognition of a major transaction, perfect with a violation of the procedure for obtaining consent to its perpetration, void if at least one of the following circumstances: at the time of the trial presented evidence of approval of such transaction;
If the trial proved that the other party to the transaction knew or should have known that the transaction was a big deal for society, and (or) about the absence of proper consent to it.
6. If a big deal is a bargain at the same time, in which there is interest, and in accordance with this federal law the question of consent to commit the transaction before the general meeting of members, the decision to consent to the Commission of such a transaction is considered to be accepted if for it given the number of votes required in accordance with the requirements of this article, and most of all not interested in the transaction participants.
7. the provisions of this article shall not apply: to societies, consisting of one participant, who is the only person with the authority of the individual executive body of the company;

to relations arising upon the transfer to the company a participation interest or a portion thereof in its Charter capital in cases stipulated by this federal law;
to relations arising upon the transfer of rights to assets in the process of reorganization of the company, including treaties on merger and consolidation agreements;
transactions, which are necessary for the society in accordance with federal laws and (or) other legal acts of the Russian Federation and which are produced at the prices specified in the order, established by the Government of the Russian Federation, or on prices and tariffs established by the Government of the Russian Federation by the authorized federal body of executive power, as well as to public contracts concluded by the society under conditions indistinguishable from other conditions negotiated by the society of public contracts;
transactions on purchase actions (other emissive securities convertible to shares) public societies, concluded under the conditions laid down in the proposal for compulsory acquisition of shares (other emissive securities convertible to shares) public societies;
transactions concluded on the same terms as the contract, if the contract contains all the information referred to in paragraph 3 of this article, and had been accepted at its conclusion, in the manner provided for in this article.
8. For the purposes of this federal law under the transactions do not transcend the ordinary economic activity refers to any transactions that are accepted in the activities of the society or other business entities engaged in similar activities, regardless of whether such transactions have occurred in such a society earlier, if such transactions do not lead to cessation of operations of the company or change its appearance or substantially alter its scope.
Article 3 Paragraph 14th paragraph 58 and paragraph article 1, paragraph 59, the fourteenth of the Federal law dated August 7, 2001 No. 120-FZ "on amendments and additions to the Federal law" on joint stock companies "(collection of laws of the Russian Federation, 2001, no. 33, art. 3423) void.
Article 4 this federal law shall enter into force on January 1, 2017 onwards.
The President of the Russian Federation v. Putin Kremlin, Moscow July 3, 2016, no. 343-FZ

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