Law 14 fz with new changes. Federal law "about LLC"
1. A major transaction is a transaction (several interconnected transactions) that goes beyond the usual economic activity and wherein:
associated with the acquisition, alienation or the possibility of alienation by the company directly or indirectly of property (including a loan, credit, pledge, surety, acquisition of such a number of shares (other valuable papers convertible into shares) public society, as a result of which the company has an obligation to send a mandatory offer in accordance with), the price or book value of which is 25 or more percent of the book value of the company's assets, determined according to its accounting (financial) statements as of the last reporting date;
providing for the obligation of the company to transfer property for temporary possession and (or) use or to grant to a third party the right to use the result of intellectual activity or means of individualization under a license, if their book value is 25 or more percent of the book value of the company's assets, determined according to its accounting (financial) ) reporting as of the last reporting date.
2. In the event of alienation or the possibility of alienation of property, the highest of the two values is compared with the book value of the company's assets - the book value of such property and the price of its alienation. In case of acquisition of property, the purchase price of such property is compared with the book value of the company's assets.
If the company's property is transferred for temporary possession and (or) use, the book value of the property transferred for temporary possession or use is compared with the book value of the company's assets.
In the event that the company concludes a transaction or several interconnected transactions to acquire shares (other issuable securities convertible into shares) of a public company, which will entail the obligation for the company to acquire shares (other issuable securities convertible into shares) in accordance with, with the balance sheet the value of the company's assets is compared with the price of all shares that can be acquired by the company in such transactions, in accordance with.
3. Making a decision on consent to a major transaction is the competence of the general meeting of the company's participants.
In case of formation in the company of the board of directors (supervisory board) of the company, the adoption of decisions on consent to commit big deals related to the acquisition, alienation or the possibility of alienation by the company directly or indirectly of property, the value of which is from 25 to 50 percent of the value of the company's property, may be attributed by the charter of the company to the competence of the board of directors (supervisory board) of the company.
The decision on consent to the conclusion of a major transaction must indicate the person (persons) who is a party to it, the beneficiary, the price, the subject of the transaction and its other essential conditions or the order in which they are defined.
The decision on consent to the conclusion of a major transaction may not indicate the party to the transaction and the beneficiary if the transaction is concluded at an auction, as well as in other cases, if the party to the transaction and the beneficiary cannot be determined by the time the consent to the conclusion of such a transaction is received.
The decision on consent to the transaction or on the subsequent approval of the transaction may also contain an indication of:
on the minimum and maximum parameters of the terms of the transaction (the upper limit of the value of the purchase of property or the lower limit of the value of the sale of property) or the procedure for their determination;
to agree to a number of similar transactions;
on alternative options for the terms of the transaction requiring consent to its completion;
to consent to the transaction, subject to the completion of several transactions at the same time.
The decision on consent to the conclusion or on the subsequent approval of a major transaction may indicate the period during which such a decision is valid. If such a period is not indicated in the decision, the consent shall be considered valid for one year from the date of its adoption, except for cases when a different period follows from the nature and conditions of the transaction to which the consent was given, or the circumstances in which the consent was given.
A major transaction may be concluded under the suspensive condition of obtaining proper consent to its conclusion in the manner established by this Federal Law.
4. A major transaction made in violation of the procedure for obtaining consent to its conclusion may be declared invalid in accordance with the claim of the company, a member of the board of directors (supervisory board) of the company or its participants (participant) holding at least one percent of the total number of votes members of the society.
The limitation period for a claim to declare a major transaction invalid if it is missed is not subject to restoration.
5. The court refuses to satisfy the requirements for declaring a major transaction, made in violation of the procedure for obtaining consent to its conclusion, invalid in the presence of at least one of the following circumstances:
by the time the case is considered in court, evidence of the subsequent approval of such a transaction has been presented;
when considering the case in court, it has not been proven that the other party to such a transaction knew or obviously should have known that the transaction was a major transaction for the company, and (or) that there was no proper consent to its conclusion.
6. If a major transaction is at the same time a transaction in which there is an interest, and in accordance with this Federal Law, the issue of consent to the conclusion of such a transaction is submitted for consideration by the general meeting of participants, the decision on consent to the conclusion of such a transaction is considered adopted if it received the number of votes required in accordance with the requirements of this article, and the majority of votes of all participants not interested in the transaction.
7. The provisions of this article shall not apply:
to companies consisting of one participant, who is at the same time the only person with the powers of the sole executive body society;
to relations arising from the transfer to the company of a share or part of a share in its authorized capital in cases stipulated by this Federal Law;
to relations arising from the transfer of rights to property in the process of reorganization of the company, including under merger agreements and accession agreements;
to transactions, the completion of which is mandatory for the company in accordance with federal laws and (or) other legal acts Russian Federation and settlements for which are made at prices determined in the manner established by the Government of the Russian Federation, or at prices and tariffs established by the federal executive body authorized by the Government of the Russian Federation, as well as to public contracts concluded by the company on terms that do not differ from the terms of other concluded society of public contracts;
to transactions for the acquisition of shares (other equity securities convertible into shares) of a public company, concluded on the terms provided for by the mandatory offer to acquire shares (other equity securities convertible into shares) of a public company;
to transactions concluded on the same terms as the preliminary agreement, if such an agreement contains all the information provided for in paragraph 3 of this article, and consent was obtained to conclude it in the manner prescribed by this article.
8. For the purposes of this Federal Law, transactions that do not go beyond the normal business activities are understood to mean any transactions that are accepted in the activities of the relevant company or other economic entities engaged in similar types of activities, regardless of whether such transactions have been made by such a company before, if such transactions do not lead to the termination of the company's activities or a change in its type or a significant change in its scope.
From January 1, 2016, amendments to the federal law dated February 8, 1998 No. 14-FZ “On companies with limited liability"(hereinafter referred to as Law No. 14-FZ). Let's analyze the practical aspects of the updated Law No. 14-FZ.
The amendments discussed in this article were made to Law No. 14-FZ by Federal Laws No. 67-FZ of March 30, 2015 “On Amendments to Certain legislative acts of the Russian Federation in terms of ensuring the reliability of information submitted during state registration legal entities and individual entrepreneurs” (hereinafter referred to as the Law No. 67-FZ) and dated June 29, 2015 No. 209-FZ “On Amendments to Certain Legislative Acts of the Russian Federation in Part of the Introduction of the Possibility of Using Model Charters by Legal Entities” (hereinafter - Law No. 209-FZ).
Let's comment on the main changes in order.
Branches and representative offices of the company
The updated version of Law No. 14-FZ clarified that now the branches and representative offices of the company must be indicated in the Unified State Register of Legal Entities (clause 5, article 5 of Law No. 14-FZ). What caused such changes?
As a reminder, from September 1, 2014, organizations may not indicate in their constituent documents information about the presence of branches and representative offices. Information on the presence of branches and representative offices is given only in the Unified State Register of Legal Entities (clause 3 of article 55 of the Civil Code of the Russian Federation). However, Law No. 14-FZ still contains a requirement that the company must contain information about its branches and representative offices. And, accordingly, notifications about changes in the charter of the company, information about its branches and representative offices are submitted to the body that carries out state registration of legal entities.
Thanks to the amendments made, from January 1, 2016, it is not necessary to indicate in the company's charters information about the opening (closing) of a branch or representative office, as well as notify the tax authority about this.
The procedure for establishing a society. Charter of the society
A novelty is the ability of a limited liability company to use a model charter.
Recall that the charter of a company is a constituent document on the basis of which the company carries out its activities (clause 1, article 12 of Law No. 14-FZ).
As one of the measures to facilitate the registration of legal entities is the introduction of the right for the company to use model charters in its activities (clause 2 of the Decree of the Government of the Russian Federation dated March 07, 2013 No. 317‑r “On approval of the action plan (“road map”)” Optimization of registration procedures for legal entities and individual entrepreneurs). It was for this purpose that amendments were made to Article 11 "The procedure for establishing a company" and Article 12 "The Charter of the company" of Law No. 14-FZ.
The form model charter must be approved and posted on the website of the Federal Tax Service of the Russian Federation. To date, the form of a model charter has not yet been developed.
The list of information that should be contained in a model charter is indicated in the updated clause 2.1 of Article 12 of Law No. 14-FZ and includes the following information:
On the composition and competence of the company's bodies, including on issues constituting the exclusive competence of the general meeting of the company's participants, on the procedure for making decisions by the company's bodies, including on issues decisions on which are taken unanimously or by a qualified majority of votes;
On the rights and obligations of participants in the company;
On the procedure and consequences of the withdrawal of a company participant from the company, if the right to withdraw from the company is provided for by the charter of the company;
On the procedure for the transfer of a share or part of a share in the authorized capital of the company to another person;
On the procedure for storing documents of the company and on the procedure for providing information by the company to participants in the company and other persons;
Other information.
Among the information given in the model charter, there is no information about the name, company name, location and amount of the authorized capital of a particular legal entity. This is understandable, since this information relates to the personal data of the company.
The decision that the company operates on the basis of a model charter is taken by the founders of the company unanimously (Clause 3, Article 11 of Law No. 14-FZ) and must be reflected in the decision to establish the company.
Thus, from January 1, 2016, when registering a company, it will be possible not to submit a model charter to tax office, indicating this in the application for registration submitted to the tax office.
The amendments made do not mean that from January 1, 2016, the company must abandon the charter approved by its founders (participants).
And at the same time, a company that has decided to use a model charter has the right at any time to decide that it will no longer act on the basis of a model charter in the future, and approve its own charter of the company in the manner prescribed by Law No. 14-FZ (clause 4 article 12 of Law No. 14-FZ). Law No. 14-FZ does not provide for any restrictive barriers to the transition from its own charter to a model charter and vice versa.
However, analyzing the norms of the updated Law No. 14-FZ and Law No. 129-FZ (a detailed analysis of the changes is given in the article “State Registration of Legal Entities Under the New Rules”), the advantages of using a model charter are obvious.
In the event that the company operates on the basis of a model charter, then further changes in the part of the company's personal data, such as the name, location and size of the authorized capital, will require only changes in the information about the legal entity in the Unified State Register of Legal Entities (by submitting an appropriate application).
In the event that the company operates on the basis of its own charter, then such changes must be registered in the manner specified in paragraph 1 of article 17 of Law No. 129-FZ and, accordingly, the state fee must be paid. That is, data on the change must be entered by the company into the charter, as well as into the Unified State Register of Legal Entities.
The question arises: how to present a model charter posted on the website of the Federal Tax Service of the Russian Federation to company participants, auditors and other interested parties? In this case, it is enough for the company to notify any interested person that it is acting on the basis of a model charter, which can be found free of charge at open access on the official website of the IFTS (clause 3, article 12 of Law No. 14-FZ).
Increase in the authorized capital of the company
Most of the changes introduced by Law No. 67-FZ to Law No. 14-FZ are associated with an increase in the role of notaries in the implementation of a number of transactions by a legal entity.
Until January 1, 2016, it was necessary to notarize only transactions for the alienation of shares of the company to other members of the company or third parties. Now the list of cases requiring the participation of a notary has expanded.
So, from January 1, 2016, it is provided that the decision of the general meeting of the company's participants to increase the authorized capital and the composition of the company's participants who were present at the adoption of this decision must be confirmed by notarization (clause 3 of article 17 of Law No. 14-FZ ).
If the company operates on the basis of a model charter, within a month from the date of the decision to increase the authorized capital of the company at the expense of its property, the company informs the tax office about the increase in the authorized capital, as well as about the change in the nominal value of the shares of the company's participants. 4 article 18 of Law No. 14-FZ).
Transfer of a share (part of a share) in the authorized capital to other participants
From January 1, 2016, the decision to transfer a share (part of a share) in the authorized capital of a company to another person must be notarized. If the charter of the company prescribes the preemptive right to purchase a share (part of a share) by the company, then it has the right to exercise the preemptive right to purchase a share (part of a share) within seven days from the date of expiration of the preemptive right to purchase from the company's participants or the refusal of all participants in the company to use the preemptive the right to purchase a share (part of a share) by sending an acceptance of an offer to a member of the company (clause 5, article 21 of Law No. 14-FZ).
At the same time, a notary performing notarization of a transaction aimed at alienating a share (part of a share) in the authorized capital of a company must check the authority of the person alienating them to dispose of such shares, and also make sure that the alienated share (part of a share) has been fully paid (p .13 article 21 of Law No. 14-FZ).
After notarization of such a transaction, the notary who performed its notarization, no later than within three days from the date of this certification, submits to the tax inspectorate an application for making appropriate changes to the Unified State Register of Legal Entities. This application is signed by the notary who certified the specified transaction, and sealed by the notary (clause 14, article 21 of Law No. 14-FZ).
In addition, from January 1, 2016, the following will require notarization:
1) an agreement on the pledge of a share or part of a share in the authorized capital of a company (clause 2, article 22 of Law No. 14-FZ);
2) the requirement of a member of the company who voted against the decision to make a major transaction or to increase the authorized capital of the company in accordance with paragraph 1 of Article 19 of Law No. 14-FZ or did not take part in the voting, to acquire his share in the authorized capital of the company (p .2 article 23 of Law No. 14-FZ);
3) an application by a company participant to withdraw from the company (clause 1, article 26 of Law No. 14-FZ).
Such innovations, of course, will lead to an increase in costs associated with the need for notarization of corporate transactions.
And non-observance of the notarial form of the transaction will entail the invalidity of the transaction itself (clause 11, article 21 of Law No. 14-FZ).
They still do not require notarization of a transaction to acquire a share of a participant (Article 24 of Law No. 14-FZ):
At his request, if the charter of the company provides for the need to obtain the consent of other members of the company for the alienation of such a share and such consent is not received, or the charter of the company establishes a ban on the alienation of shares to third parties (including in cases of transfer of a share to the heirs and successors of the members of the company) ;
who is excluded from society;
In the authorized capital of the company, when selling a share at a public auction in the absence of the consent of the participants to make such a transaction or in the event of foreclosure on the share of the participant.
Other changes
Since January 1, 2016, the competence of the general meeting of the company's participants has been expanded. So, in the updated version of clause 2 of article 33 of Law No. 14-FZ, the competence of the company's participants includes:
Approval of the charter of the company;
Amendments to it or approval of the charter of the company in new edition;
Making a decision that the company will continue to operate on the basis of a model charter, or that the company will no longer act on the basis of a model charter;
Change in the size of the authorized capital of the company;
Company names;
Society locations.
Let us recall that earlier (until 01/01/2016) the competence of the general meeting of the company's participants included only making changes to the company's charter and changing the size of its authorized capital.
The shares owned by the company are not taken into account when determining the results of voting at the general meeting of the company's participants, as well as when distributing the company's profits and property in the event of its liquidation.
The share owned by the company, within one year from the date of its transfer to the company, must be, by decision of the general meeting of participants in the company, distributed among all participants in the company in proportion to their shares in the authorized capital of the company or sold to all or some of the participants in the company and (or), if this is not prohibited by the charter of the company, to third parties and fully paid. The undistributed or unsold part of the share must be redeemed with a corresponding reduction in the authorized capital of the company. Sale of a share to the participants of the company, as a result of which the size of the shares of its participants changes, sale of a share to third parties, as well as making changes related to the sale of a share in founding documents society is carried out by the decision of the general meeting of participants of the company, adopted by all participants of the company unanimously.
Documents for the state registration of the changes in the constituent documents of the company provided for by this article, and in the case of the sale of a share, also documents confirming the payment of the share sold by the company, must be submitted to the body carrying out state registration of legal entities within one month from the date of the decision to approve the results of payment shares by the participants of the company and on making appropriate changes to the constituent documents of the company. The specified changes in the constituent documents of the company become effective for the participants of the company and third parties from the date of their state registration by the body that carries out the state registration of legal entities.
Distribution of the share owned by a company having strategic importance to ensure the defense of the country and the security of the state in accordance with the Federal Law "On the Procedure for Making Foreign Investments in Business Companies of Strategic Importance for Ensuring the Defense of the Country and the Security of the State", between its participants, the sale of this share to the participants of such a company and third parties, the repayment of this shares, if as a result of these actions a foreign investor or a group of persons, which includes a foreign investor, can establish or have established control over such a company, are carried out in the manner prescribed by the said Federal Law.
Foreclosure on the share (part of the share) of a company participant in the authorized capital of the company
1. At the request of creditors, foreclosure on the share (part of the share) of a company participant in the authorized capital of the company for the debts of the company participant is allowed only on the basis of a court decision if other property of the company participant is insufficient to cover the debts of the company participant.
2. In the event of foreclosure on the share (part of the share) of a company participant in the authorized capital of the company for the debts of the company participant, the company has the right to pay creditors the actual value of the share (part of the share) of the company participant.
By decision of the general meeting of participants in the company, adopted by all participants in the company unanimously, the actual value of the share (part of the share) of the participant in the company whose property is foreclosed may be paid to creditors by the remaining participants in the company in proportion to their shares in the authorized capital of the company, if there is a different procedure for determining the amount of payment is not provided for by the charter of the company or by the decision of the general meeting of participants in the company.
The actual value of the share (part of the share) of a company participant in the authorized capital of the company is determined on the basis of data financial statements society for the last reporting period preceding the date of filing a claim against the company to levy execution on the share (part of the share) of the company's participant for its debts.
3. In the event that within three months from the date of presentation of a claim by creditors, the company or its participants do not pay the actual value of the entire share (the entire part of the share) of the company’s participant against which the execution is levied, the levy of execution on the share (part of the share) of the company’s participant is carried out by its sale at public auction.
Withdrawal of a member of the company from the company
1. A participant in a company has the right to withdraw from the company at any time, regardless of the consent of its other participants or the company.
2. In the event that a participant in a company withdraws from the company, his share shall be transferred to the company from the moment of filing an application for withdrawal from the company. At the same time, the company is obliged to pay to the company participant who submitted the application for withdrawal from the company, the actual value of his share, determined on the basis of the financial statements of the company for the year during which the application for withdrawal from the company was submitted, or, with the consent of the company participant, give him in kind property of the same value, and in case of incomplete payment of his contribution to authorized capital company the actual value of the part of its share, proportional to the paid part of the contribution.
3. The company is obliged to pay to the participant of the company who filed an application for withdrawal from the company the actual value of his share or to give him property of the same value in kind within six months from the end of the financial year during which the application for withdrawal from the company was submitted, if less period is not provided for by the charter of the company.
The actual value of the share of a member of the company is paid out of the difference between the value net assets company and the size of the authorized capital of the company. In the event that such a difference is not enough to pay the participant of the company who submitted an application for withdrawal from the company, real value its shares, the company is obliged to reduce its authorized capital by the missing amount.
4. Withdrawal of a participant of the company from the company does not release him from the obligation to the company to make a contribution to the property of the company that arose before filing an application for withdrawal from the company.
Contributions to the company's property
1. The participants of the company are obliged, if it is provided for by the charter of the company, by decision of the general meeting of the participants of the company, to make contributions to the property of the company. Such an obligation of the company's participants may be provided for by the company's charter when the company is founded or by introducing amendments to the company's charter by decision of the general meeting of the company's participants, adopted by all the company's participants unanimously.
The decision of the general meeting of participants in the company on making contributions to the property of the company may be taken by a majority of at least two thirds of the votes of the total number of votes of the participants in the company, unless the need for a larger number of votes for making such a decision is provided for by the charter of the company.
2. Contributions to the property of the company are made by all participants in the company in proportion to their shares in the charter capital of the company, unless another procedure for determining the amount of contributions to the property of the company is provided by the charter of the company.
The company's charter may provide for the maximum value of contributions to the company's property made by all or certain participants in the company, and other restrictions related to making contributions to the company's property may also be provided. Restrictions related to making contributions to the property of the company, established for a certain member of the company, in the event of the alienation of his share (part of the share) in relation to the acquirer of the share (part of the share), do not apply.
The provisions establishing the procedure for determining the amount of contributions to the company's property disproportionately to the size of the shares of the company's participants, as well as the provisions establishing restrictions related to making contributions to the company's property, may be provided for by the company's charter upon its establishment or included in the company's charter by decision of the general meeting of the company's participants adopted by all members of the company unanimously.
Change and exclusion of the provisions of the company's charter that establish the procedure for determining the amount of contributions to the company's property disproportionately to the size of the shares of the company's participants, as well as restrictions related to making contributions to the company's property, established for all participants in the company, are carried out by decision of the general meeting of the company's participants, adopted by all participants society unanimously. Amendment and exclusion of the provisions of the company's charter that establish the specified restrictions for a certain member of the company are carried out by decision of the general meeting of members of the company, adopted by a majority of at least two-thirds of the total number of votes of the members of the company, provided that the member of the company for whom such restrictions are established, voted for the adoption of such a decision or gave written consent.
3. Contributions to the company's property shall be made in money, unless otherwise provided by the charter of the company or by a decision of the general meeting of the company's participants.
4. Contributions to the company's property do not change the size and nominal value of the shares of the company's participants in the company's charter capital.
Distribution of the company's profit between the participants of the company
1. The company has the right to quarterly, once every six months or once a year make a decision on the distribution of its net profit between members of the society. The decision to determine the part of the company's profit to be distributed among the company's participants is made by the general meeting of the company's participants.
2. Part of the company's profit intended for distribution among its participants is distributed in proportion to their shares in the authorized capital of the company.
The charter of the company upon its establishment or by amending the charter of the company by decision of the general meeting of participants in the company, adopted by all participants in the company unanimously, may establish a different procedure for distributing profits among the participants in the company. Change and exclusion of the provisions of the charter of the company, establishing such a procedure, are carried out by the decision of the general meeting of participants in the company, adopted by all participants of the company unanimously.
Restrictions on the distribution of the company's profits among the company's participants. Restrictions on the payment of company profits to company participants
1. The company is not entitled to make a decision on the distribution of its profits among the participants of the company:
until full payment of the entire authorized capital of the company;
before payment of the actual value of the share (part of the share) of a company participant in the cases provided for by this Federal Law;
if at the time of making such a decision the company meets the signs of insolvency (bankruptcy) in accordance with the federal law on insolvency (bankruptcy) or if the indicated signs appear in the company as a result of such a decision;
if at the time of such a decision, the value of the company's net assets is less than its authorized capital and reserve fund or becomes less than their size as a result of such a decision;
2. The company is not entitled to pay the participants of the company the profit, the decision on the distribution of which among the participants of the company was made:
if at the time of payment the company meets the signs of insolvency (bankruptcy) in accordance with the federal law on insolvency (bankruptcy) or if the indicated signs appear in the company as a result of payment;
if at the time of payment the value of the net assets of the company is less than its authorized capital and reserve fund or becomes less than their size as a result of payment;
in other cases stipulated by federal laws.
Upon termination of the circumstances specified in this paragraph, the company is obliged to pay the participants of the company the profit, the decision on the distribution of which among the participants of the company has been made.
Reserve fund and other funds of the company
Society can create reserve fund and other funds in the manner and in the amount provided for by the charter of the company.
federal law No. 138-FZ of July 27, 2006, Article 31 of this Federal Law was amended
Article 31 Placement of bonds by the company
1. The company has the right to place bonds and other issue-grade securities in the manner prescribed by the legislation on securities.
Federal Law No. 192-FZ of December 29, 2004 amended Item 2 of Article 31 of this Federal Law
2. Issue of bonds by a company is allowed after full payment of its authorized capital.
The bond must have a par value. The nominal value of all bonds issued by the company must not exceed the amount of the company's charter capital and (or) the amount of security provided to the company for these purposes by third parties. In the absence of collateral provided by third parties, the issue of bonds is allowed not earlier than the third year of the company's existence and subject to the proper approval of the annual financial statements for two completed financial years. These restrictions do not apply to mortgage-backed bond issues and in other cases established by federal securities laws.
3. Has expired.
Chapter IV. Management in society
Society bodies
1. The supreme body of the company is the general meeting of participants in the company. The general meeting of the company's participants may be ordinary or extraordinary.
All members of the company have the right to be present at the general meeting of members of the company, take part in the discussion of agenda items and vote when making decisions.
The provisions of the constituent documents of the company or the decisions of the company's bodies that restrict the specified rights of the company's participants are void.
Each member of the company has a number of votes at the general meeting of members of the company, proportional to his share in the charter capital of the company, except for the cases provided for by this Federal Law.
The charter of the company upon its establishment or by amending the charter of the company by decision of the general meeting of participants in the company, adopted by all participants in the company unanimously, may establish a different procedure for determining the number of votes of the participants in the company. Change and exclusion of the provisions of the charter of the company, establishing such a procedure, are carried out by the decision of the general meeting of participants in the company, adopted by all participants of the company unanimously.
2. The company's charter may provide for the formation of a board of directors (supervisory board) of the company.
The competence of the board of directors (supervisory board) of the company is determined by the charter of the company in accordance with this Federal Law.
The charter of the company may provide that the competence of the board of directors (supervisory board) of the company includes the formation of the executive bodies of the company, the early termination of their powers, the resolution of issues on the conclusion of major transactions in the cases provided for in Article 46 of this Federal Law, the resolution of issues on the conclusion of transactions, in in which there is an interest, in the cases provided for by Article 45 of this Federal Law, the resolution of issues related to the preparation, convening and holding of a general meeting of participants in the company, as well as the resolution of other issues provided for by this Federal Law. If the resolution of issues related to the preparation, convening and holding of a general meeting of the company's participants is referred by the company's charter to the competence of the board of directors (supervisory board) of the company, the executive body of the company acquires the right to demand an extraordinary general meeting of the company's participants.
The procedure for the formation and operation of the board of directors (supervisory board) of the company, as well as the procedure for terminating the powers of members of the board of directors (supervisory board) of the company and the competence of the chairman of the board of directors (supervisory board) of the company are determined by the charter of the company.
Members of the collegial executive body of the company may not constitute more than one-fourth of the composition of the board of directors (supervisory board) of the company. A person exercising the functions of the sole executive body of the company cannot be simultaneously the chairman of the board of directors (supervisory board) of the company.
By decision of the general meeting of participants in the company, members of the board of directors (supervisory board) of the company during the period they perform their duties may be paid remuneration and (or) reimbursed for expenses related to the performance of these duties. The amounts of said remunerations and compensations are established by the decision of the general meeting of the company's participants.
3. Members of the board of directors (supervisory board) of the company, the person exercising the functions of the sole executive body of the company, and members of the collegial executive body of the company who are not members of the company may participate in the general meeting of members of the company with the right of an advisory vote.
4. Management of the current activities of the company is carried out by the sole executive body of the company or the sole executive body of the company and the collegial executive body of the company. The executive bodies of the company are accountable to the general meeting of participants in the company and the board of directors (supervisory board) of the company.
5. Transfer of voting rights by a member of the board of directors (supervisory board) of the company, a member of the collegial executive body of the company to other persons, including other members of the board of directors (supervisory board) of the company, other members of the collegial executive body of the company, is not allowed.
6. The charter of the company may provide for the formation audit commission(election of auditor) of the company. In companies with more than fifteen participants, the formation of an audit commission (election of an auditor) of the company is mandatory. A member of the audit commission (auditor) of the company may also be a person who is not a member of the company.
The functions of the audit commission (auditor) of the company, if it is provided for by the charter of the company, may be performed by an auditor approved by the general meeting of participants in the company who is not connected by property interests with the company, members of the board of directors (supervisory board) of the company, with the person exercising the functions of the sole executive body of the company, members collegial executive body of the company and members of the company.
Members of the audit commission (auditor) of the company cannot be members of the board of directors (supervisory board) of the company, a person exercising the functions of the sole executive body of the company, and members of the collegial executive body of the company.
Competence of the general meeting of participants of the company
1. The competence of the general meeting of participants in the company is determined by the charter of the company in accordance with this Federal Law.
2. The exclusive competence of the general meeting of participants in the company includes:
1) determining the main directions of the company's activities, as well as making a decision on participation in associations and other associations of commercial organizations;
2) changing the charter of the company, including changing the amount of the authorized capital of the company;
3) making changes to memorandum of association;
4) formation of the executive bodies of the company and early termination of their powers, as well as making a decision on the transfer of powers of the sole executive body of the company commercial organization or an individual entrepreneur (hereinafter referred to as the manager), approval of such manager and the terms of the contract with him;
5) election and early termination of the powers of the audit commission (auditor) of the company;
6) approval of annual reports and annual balance sheets;
7) making a decision on the distribution of the net profit of the company among the participants in the company;
8) approval (adoption) of documents regulating internal activities company (internal documents of the company);
9) making a decision on the placement of bonds and other issue-grade securities by the company;
10) appointment of an audit, approval of the auditor and determination of the amount of payment for his services;
11) making a decision on the reorganization or liquidation of the company;
12) appointment of a liquidation commission and approval of liquidation balance sheets;
13) resolution of other issues provided for by this Federal Law.
Issues referred to the exclusive competence of the general meeting of participants in the company cannot be transferred to them for decision by the board of directors (supervisory board) of the company, except as provided by this Federal Law, as well as for the decision of the executive bodies of the company.
The next general meeting of the company's members
The next general meeting of the company's participants is held within the time limits specified by the company's charter, but at least once a year. The next general meeting of the company's participants is convened by the company's executive body.
The charter of the company must determine the date for holding the next general meeting of the company's participants, at which the annual results of the company's activities are approved. The specified general meeting of the company's participants must be held no earlier than two months and no later than four months after the end of the financial year.
Extraordinary general meeting of participants of the company
1. An extraordinary general meeting of the company's participants is held in cases specified by the company's charter, as well as in any other cases if such a general meeting is required by the interests of the company and its participants.
2. An extraordinary general meeting of the company's participants is convened by the company's executive body on its initiative, at the request of the board of directors (supervisory board) of the company, the audit commission (auditor) of the company, the auditor, as well as the company's participants who in aggregate have at least one tenth of the total votes of the members of the society.
The executive body of the company is obliged, within five days from the date of receipt of the request to hold an extraordinary general meeting of the company's participants, to consider this request and make a decision to hold an extraordinary general meeting of the company's participants or to refuse to hold it. The decision to refuse to hold an extraordinary general meeting of the company's participants may be taken by the company's executive body only if:
if the procedure established by this Federal Law for submitting a request to hold an extraordinary general meeting of participants in the company is not observed;
if none of the issues proposed for inclusion in the agenda of the extraordinary general meeting of participants in the company does not fall within its competence or does not comply with the requirements of federal laws.
If one or more issues proposed for inclusion in the agenda of an extraordinary general meeting of participants in the company do not fall within the competence of the general meeting of participants in the company or do not comply with the requirements of federal laws, these issues are not included in the agenda.
The executive body of the company is not entitled to make changes to the wording of issues proposed for inclusion in the agenda of the extraordinary general meeting of the company's participants, as well as change the proposed form for holding the extraordinary general meeting of the company's participants.
Along with the issues proposed for inclusion in the agenda of the extraordinary general meeting of the company's participants, the executive body of the company, on its own initiative, has the right to include additional issues on it.
3. If a decision is made to hold an extraordinary general meeting of the company's participants, the said general meeting must be held no later than forty-five days from the date of receipt of the request to hold it.
4. If, within the period established by this Federal Law, no decision has been made to hold an extraordinary general meeting of the company's participants or a decision has been made to refuse to hold it, the extraordinary general meeting of the company's participants may be convened by the bodies or persons requiring it to be held.
In this case, the executive body of the company is obliged to provide the indicated bodies or persons with a list of the company's participants with their addresses.
The costs of preparing, convening and holding such a general meeting may be reimbursed by decision of the general meeting of the company's participants at the expense of the company's funds.
1. The body or persons convening the general meeting of participants in the company are obliged to notify each participant of the company at least thirty days before it is held. by registered mail at the address indicated in the list of participants of the company, or in another way provided for by the charter of the company.
2. The notice must indicate the time and place of the general meeting of the company's participants, as well as the proposed agenda.
Any member of the company has the right to make proposals for the inclusion of additional issues in the agenda of the general meeting of members of the company no later than fifteen days before it is held. Additional issues, with the exception of issues that do not fall within the competence of the general meeting of participants in the company or do not comply with the requirements of federal laws, are included in the agenda of the general meeting of participants in the company.
The body or persons convening the general meeting of the company's participants are not entitled to make changes to the wording of additional issues proposed for inclusion in the agenda of the general meeting of the company's participants.
If, at the suggestion of the company's participants, changes are made to the initial agenda of the general meeting of the company's participants, the body or persons convening the general meeting of the company's participants are obliged to notify all the company's participants of the changes made to the agenda no later than ten days before it is held. referred to in paragraph 1 of this article.
3. The information and materials to be provided to the company's participants when preparing the general meeting of the company's participants include the company's annual report, the conclusions of the audit commission (auditor) of the company and the auditor based on the results of the audit of the company's annual reports and annual balance sheets, information about the candidate (candidates) in executive bodies of the company, the board of directors (supervisory board) of the company and the audit commission (auditors) of the company, draft amendments and additions to the constituent documents of the company, or draft constituent documents of the company in a new edition, draft internal documents of the company, as well as other information (materials ) provided for by the charter of the company.
Unless a different procedure for familiarizing the company's participants with information and materials is provided for by the charter of the company, the body or persons convening the general meeting of the company's participants are obliged to send them information and materials along with a notice of the general meeting of the company's participants, and in the event of a change in the agenda, the relevant information and materials are sent along with notification of such change.
The specified information and materials within thirty days before the general meeting of the company's participants must be provided to all the company's participants for review in the premises of the company's executive body. The company is obliged, at the request of a member of the company, to provide him with copies of these documents. The fee charged by the company for the provision of these copies may not exceed the cost of their production.
4. The charter of the company may provide for shorter periods than those specified in this article.
5. In case of violation of the procedure established by this article for convening a general meeting of the company's participants, such a general meeting shall be recognized as competent if all the company's participants participate in it.
The procedure for holding a general meeting of participants in the company
1. The general meeting of participants in the company is held in accordance with the procedure established by this Federal Law, the charter of the company and its internal documents. To the extent not regulated by this Federal Law, the charter of the company and internal documents of the company, the procedure for holding a general meeting of participants in the company is established by a decision of the general meeting of participants in the company.
2. Before the opening of the general meeting of participants in the company, the registration of the arrived participants in the company is carried out.
Members of the company have the right to participate in the general meeting in person or through their representatives. Representatives of the participants in the company must present documents confirming their proper authority. A power of attorney issued to a representative of a member of the company must contain information about the person represented and the representative (name or title, place of residence or location, passport data), be drawn up in accordance with the requirements of paragraphs 4 and 5 of Article 185 of the Civil Code of the Russian Federation or certified by a notary.
An unregistered member of the company (representative of a member of the company) is not entitled to take part in voting.
3. The general meeting of the company's participants opens at the time specified in the notice of the general meeting of the company's participants or, if all the company's participants are already registered, earlier.
4. The general meeting of participants in the company is opened by the person exercising the functions of the sole executive body of the company, or by the person heading the collective executive body of the company. The general meeting of participants of the company, convened by the board of directors (supervisory board) of the company, the audit commission (auditor) of the company, the auditor or members of the company, is opened by the chairman of the board of directors (supervisory board) of the company, the chairman of the audit commission (auditor) of the company, the auditor or one of the participants in the company who convened this general meeting.
5. The person opening the general meeting of the company's participants elects the chairman from among the company's participants. Unless otherwise provided by the company's charter, when voting on the issue of electing the chairman, each participant in the general meeting of the company's participants has one vote, and the decision on the specified issue is taken by a majority vote of the total number of votes of the company's participants entitled to vote at this general meeting.
6. The executive body of the company organizes the keeping of the minutes of the general meeting of the company's participants.
The minutes of all general meetings of the company's participants are filed in the protocol book, which must at any time be provided to any member of the company for review. At the request of the company's participants, they are issued extracts from the protocol book certified by the company's executive body.
7. The general meeting of the company's participants has the right to make decisions only on the agenda items communicated to the company's participants in accordance with paragraphs 1 and 2 of Article 36 of this Federal Law, except for cases where all the company's participants participate in this general meeting.
8. Decisions on the issues specified in subparagraph 2 of paragraph 2 of Article 33 of this Federal Law, as well as on other issues determined by the charter of the company, are taken by a majority of at least two-thirds of the votes of the total number of votes of the company's participants, if a larger number of votes is required for adoption of such decision is not provided for by this Federal Law or the charter of the company.
Decisions on the issues specified in subparagraphs 3 and 11 of paragraph 2 of Article 33 of this Federal Law shall be taken by all participants of the company unanimously.
The remaining decisions are made by a majority vote of the total number of votes of the company's participants, unless the need for a larger number of votes to make such decisions is provided for by this Federal Law or the company's charter.
9. The charter of the company may provide for cumulative voting on the election of members of the board of directors (supervisory board) of the company, members of the collegial executive body of the company and (or) members of the audit commission of the company.
In case of cumulative voting, the number of votes belonging to each member of the company is multiplied by the number of persons to be elected to the body of the company, and the member of the company has the right to give the number of votes thus obtained in full for one candidate or distribute them among two or more candidates. The candidates who receive the largest number of votes are considered elected.
10. Decisions of the general meeting of participants in the company are made by open vote, unless a different decision-making procedure is provided for by the charter of the company.
The decision of the general meeting of the company's participants, taken by absentee voting (by poll)
1. The decision of the general meeting of the company's participants can be taken without holding a meeting (joint presence of the company's participants to discuss agenda items and make decisions on issues put to vote) by absentee voting (by poll). Such voting may be carried out by exchanging documents by means of postal, telegraphic, teletype, telephone, electronic or other communication, which ensures the authenticity of transmitted and received messages and their documentary confirmation.
The decision of the general meeting of participants in the company on the issues specified in subparagraph 6 of paragraph 2 of Article 33 of this Federal Law cannot be taken by absentee voting (by poll).
2. When a decision is made by the general meeting of the company's participants by absentee voting (by poll), paragraphs 2, 3, 4, 5 and 7 of Article 37 of this Federal Law, as well as the provisions of paragraphs 1, 2 and 3 of Article 36 of this Federal Law in part of their deadlines.
3. The procedure for conducting absentee voting is determined by the internal document of the company, which should provide for the obligation to inform all participants of the company of the proposed agenda, the opportunity to familiarize all participants of the company with all the necessary information and materials before the start of voting, the opportunity to make proposals for the inclusion of additional issues in the agenda, the obligation notification to all members of the company prior to the start of voting of the amended agenda, as well as the deadline for the end of the voting procedure.
Adoption of decisions on issues related to the competence of the general meeting of participants of the company, the sole participant of the company
In a company consisting of one participant, decisions on issues within the competence of the general meeting of participants in the company are made sole member societies individually and are drawn up in writing. In this case, the provisions of Articles 34, 35, 36, 37, 38 and 43 of this Federal Law shall not apply, except for the provisions relating to the timing of the annual general meeting of the company's participants.
Sole executive body of the company
1. Sole executive body of the company ( CEO, president and others) is elected by the general meeting of the company's participants for a period determined by the company's charter. The sole executive body of the company may also be elected not from among its participants.
An agreement between the company and the person exercising the functions of the sole executive body of the company is signed on behalf of the company by the person who chaired the general meeting of the company's participants at which the person exercising the functions of the sole executive body of the company was elected, or by the company's participant authorized by the decision of the general meeting of the company's participants.
2. Only an individual may act as the sole executive body of a company, except for the case provided for by Article 42 of this Federal Law.
3. Sole executive body of the company:
1) acts on behalf of the company without a power of attorney, including representing its interests and making transactions;
2) issues powers of attorney for the right of representation on behalf of the company, including powers of attorney with the right of substitution;
3) issues orders on the appointment of employees of the company, on their transfer and dismissal, applies incentive measures and imposes disciplinary sanctions;
4) exercises other powers that are not referred by this Federal Law or the charter of the company to the competence of the general meeting of participants in the company, the board of directors (supervisory board) of the company and the collegial executive body of the company.
4. The procedure for the activities of the sole executive body of the company and the adoption of decisions by it is established by the charter of the company, internal documents of the company, as well as an agreement concluded between the company and the person exercising the functions of its sole executive body.
Collegial executive body of the company
1. If the charter of the company provides for the formation, along with the sole executive body of the company, of a collegial executive body of the company (management board, directorate and others), such body is elected by the general meeting of participants in the company in the number and for the period determined by the charter of the company.
A member of the collegial executive body of the company can only be an individual who may not be a member of the company.
The collegial executive body of the company exercises the powers assigned by the charter of the company to its competence.
The functions of the chairman of the collegial executive body of the company are performed by the person exercising the functions of the sole executive body of the company, unless the powers of the sole executive body of the company are transferred to the manager.
2. The procedure for the activities of the collegial executive body of the company and the adoption of decisions by it is established by the charter of the company and internal documents of the company.
Transfer of powers of the sole executive body of the company to the manager
The company has the right to transfer under the contract the powers of its sole executive body to the manager, if such a possibility is directly provided for by the charter of the company.
The agreement with the manager is signed on behalf of the company by the person who chaired the general meeting of the company's participants, who approved the terms of the agreement with the manager, or by the company's participant authorized by the decision of the general meeting of the company's participants.
Appeal against decisions of the management bodies of the company
1. A decision of a general meeting of company participants adopted in violation of the requirements of this Federal Law, other legal acts of the Russian Federation, the charter of the company and violating the rights and legitimate interests of a company participant may be declared invalid by a court upon application of a company participant who did not take part in voting or voted against the contested decision. Such an application may be filed within two months from the day when a member of the company learned or should have learned about decision. If a member of the company took part in the general meeting of members of the company that adopted the appealed decision, the said application may be filed within two months from the date of such decision.
2. The court shall have the right, taking into account all the circumstances of the case, to uphold the contested decision if the vote of the company member who filed the application could not affect the voting results, the committed violations are not significant and the decision did not cause losses to this company member.
3. The decision of the board of directors (supervisory board) of the company, the sole executive body of the company, the collegial executive body of the company or the manager, adopted in violation of the requirements of this Federal Law, other legal acts of the Russian Federation, the charter of the company and violating the rights and legitimate interests of a member of the company, may be recognized by the court as invalid at the request of this member of the company.
Responsibility of members of the board of directors (supervisory board) of the company, the sole executive body of the company, members of the collegial executive body of the company and the manager
1. Members of the board of directors (supervisory board) of the company, the sole executive body of the company, members of the collegial executive body of the company, as well as the manager, when exercising their rights and fulfilling their duties, must act in the interests of the company in good faith and reasonably.
2. Members of the board of directors (supervisory board) of the company, the sole executive body of the company, members of the collegial executive body of the company, as well as the manager, shall be liable to the company for losses caused to the company by their guilty actions (inaction), unless other grounds and amount of liability are established by federal laws. At the same time, members of the board of directors (supervisory board) of the company, members of the collegial executive body of the company who voted against the decision that caused losses to the company, or who did not take part in the voting, are not liable.
3. When determining the grounds and amount of liability of members of the board of directors (supervisory board) of the company, the sole executive body of the company, members of the collegial executive body of the company, as well as the manager, the usual conditions of business turnover and other circumstances relevant to the case must be taken into account.
4. If, in accordance with the provisions of this Article, several persons are liable, their liability to the company shall be joint and several.
5. With a claim for compensation for losses caused to the company by a member of the board of directors (supervisory board) of the company, the sole executive body of the company, a member of the collegial executive body of the company or a manager, the company or its participant may apply to the court.
Interest in the company's transaction
1. Transactions in which there is an interest of a member of the board of directors (supervisory board) of the company, a person exercising the functions of the sole executive body of the company, a member of the collegial executive body of the company, or the interest of a member of the company having, together with its affiliates, twenty or more percent of the votes of the total number of votes of the company's participants cannot be made by the company without the consent of the general meeting of the company's participants.
These persons are recognized as interested in the transaction by the company in cases where they, their spouses, parents, children, brothers, sisters and (or) their affiliates:
are a party to the transaction or act in the interests of third parties in their relations with the company;
own (each individually or in aggregate) twenty or more percent of shares (shares, shares) of a legal entity that is a party to a transaction or acts in the interests of third parties in their relations with the company;
hold positions in the management bodies of a legal entity that is a party to a transaction or acts in the interests of third parties in their relations with the company;
in other cases determined by the charter of the company.
2. The persons specified in the first paragraph of paragraph 1 of this article must bring to the attention of the general meeting of participants in the company information:
about legal entities in which they, their spouses, parents, children, brothers, sisters and (or) their affiliates own twenty or more percent of shares (shares, shares);
about legal entities in which they, their spouses, parents, children, brothers, sisters and (or) their affiliates hold positions in management bodies;
about the ongoing or proposed transactions known to them, in the commission of which they can be recognized as interested.
3. The decision to conclude a transaction by the company, in which there is an interest, is taken by the general meeting of the company's participants by a majority of votes from the total number of votes of the company's participants who are not interested in making it.
4. The conclusion of a transaction in which there is an interest does not require a decision of the general meeting of participants of the company, provided for in paragraph 3 of this article, in cases where the transaction is made in the course of ordinary economic activity between the company and the other party that took place before the moment from which the person interested in the transaction is recognized as such in accordance with paragraph 1 of this article (the decision is not required until the date of the next general meeting of the company's participants).
5. A transaction in which there is an interest and which was made in violation of the requirements provided for by this article may be declared invalid at the claim of the company or its participant.
6. This article does not apply to companies consisting of one participant who simultaneously performs the functions of the sole executive body of this company.
7. If a board of directors (supervisory board) of the company is formed in the company, the adoption of a decision on making transactions in which there is an interest may be referred by the charter of the company to its competence, except in cases where the amount of payment under the transaction or the value of the property that is the subject transaction, exceeds two percent of the value of the company's property, determined on the basis of financial statements for the last reporting period.
big deals
1. A major transaction is a transaction or several interconnected transactions related to the acquisition, alienation or the possibility of alienation by the company directly or indirectly of property, the value of which is more than twenty-five percent of the value of the company's property, determined on the basis of financial statements for the last reporting period preceding the day of acceptance decisions on the conclusion of such transactions, unless the charter of the company provides for a higher amount of a major transaction. Major transactions are not recognized as transactions made in the course of the company's ordinary business activities.
2. For the purposes of this article, the value of the property alienated by the company as a result of a major transaction is determined on the basis of the data of its accounting, and the value of the property acquired by the company - on the basis of the offer price.
3. The decision to conclude a major transaction is taken by the general meeting of the company's participants.
4. In the event that a board of directors (supervisory board) of the company is formed in the company, the decision to make major transactions related to the acquisition, alienation or the possibility of alienation by the company directly or indirectly of property, the value of which is from twenty-five to fifty percent of the value of the company's property, may be referred by the charter of the company to the competence of the board of directors (supervisory board) of the company.
5. A major transaction made in violation of the requirements provided for by this article may be declared invalid at the suit of the company or its participant.
6. The charter of the company may provide that the conclusion of major transactions does not require a decision of the general meeting of participants in the company and the board of directors (supervisory board) of the company.
Audit Commission (auditor) of the company
1. The audit commission (auditor) of the company is elected by the general meeting of participants in the company for a period determined by the charter of the company.
The number of members of the audit commission of the company is determined by the charter of the company.
2. The audit commission (auditor) of the company has the right to conduct audits of the financial and economic activities of the company at any time and have access to all documentation relating to the activities of the company. At the request of the audit commission (auditor) of the company, members of the board of directors (supervisory board) of the company, the person exercising the functions of the sole executive body of the company, members of the collegial executive body of the company, as well as employees of the company are obliged to give the necessary explanations orally or in writing.
3. The Audit Commission (Auditor) of the company must check the annual reports and balance sheets of the company before they are approved by the general meeting of participants in the company. The general meeting of participants in the company is not entitled to approve annual reports and balance sheets of the company in the absence of conclusions of the audit commission (auditor) of the company.
4. The procedure for the work of the audit commission (auditor) of the company is determined by the charter and internal documents of the company.
5. This article shall apply in cases where the formation of an audit commission of a company or the election of an auditor of a company is provided for by the charter of the company or is mandatory in accordance with this Federal Law.
Company audit
In order to check and confirm the correctness of the company's annual reports and balance sheets, as well as to check the state of the company's current affairs, it has the right, by decision of the general meeting of the company's participants, to involve a professional auditor who is not connected by property interests with the company, members of the board of directors (supervisory board) of the company, a person, acting as the sole executive body of the company, members of the collegial executive body of the company and participants in the company.
At the request of any member of the company, an audit may be carried out by a professional auditor chosen by him, who must comply with the requirements established by part one of this article. In the event of such an audit, payment for the services of an auditor is carried out at the expense of the participant of the company, at the request of which it is carried out. Expenses of a member of the company for paying for the services of an auditor may be reimbursed to him by decision of the general meeting of members of the company at the expense of the company.
The involvement of an auditor to verify and confirm the correctness of the company's annual reports and balance sheets is mandatory in cases provided for by federal laws and other legal acts of the Russian Federation.
Public reporting of the company
1. The company is not obliged to publish reports on its activities, except for the cases provided for by this Federal Law and other federal laws.
2. In the event of a public placement of bonds and other issue-grade securities, the company is obliged to annually publish annual reports and balance sheets, as well as disclose other information about its activities, provided for by federal laws and regulations adopted in accordance with them.
Storage of company documents
1. The company is obliged to keep the following documents:
constituent documents of the company, as well as amendments and additions made to the constituent documents of the company and duly registered;
the minutes (minutes) of the meeting of the founders of the company, containing the decision on the establishment of the company and on the approval of the monetary value of non-monetary contributions to the authorized capital of the company, as well as other decisions related to the creation of the company;
a document confirming the state registration of the company;
documents confirming the company's rights to property on its balance sheet;
internal documents of the company;
regulations on branches and representative offices of the company;
documents related to the issue of bonds and other equity securities of the company;
minutes of general meetings of the company's participants, meetings of the board of directors (supervisory board) of the company, the collegial executive body of the company and the audit commission of the company;
lists of affiliated persons of the company;
conclusions of the audit commission (auditor) of the company, the auditor, state and municipal financial control bodies;
other documents stipulated by federal laws and other legal acts of the Russian Federation, the charter of the company, internal documents of the company, decisions of the general meeting of participants in the company, the board of directors (supervisory board) of the company and the executive bodies of the company.
2. The company shall store the documents provided for in paragraph 1 of this article at the location of its sole executive body or in another place known and accessible to the company's participants.
Chapter V. Reorganization and liquidation of a company
Society reorganization
1. The company may be voluntarily reorganized in the manner prescribed by this Federal Law.
Other grounds and procedure for the reorganization of the company are determined Civil Code Russian Federation and other federal laws.
2. The reorganization of the company may be carried out in the form of merger, accession, division, separation and transformation.
3. The company is considered reorganized, except for cases of reorganization in the form of affiliation, from the moment of state registration of legal entities created as a result of reorganization.
When a company is reorganized in the form of a merger with another company, the first of them is considered reorganized from the moment an entry is made in the unified state register of legal entities on the termination of the activities of the merged company.
4. State registration of companies established as a result of reorganization and making entries on the termination of the activities of reorganized companies, as well as state registration of amendments to the charter, shall be carried out in accordance with the procedure established by federal laws.
5. Not later than thirty days from the date of the adoption of the decision on the reorganization of the company, and in the event of a reorganization of the company in the form of a merger or accession from the date of the decision on this by the last of the companies participating in the merger or accession, the company is obliged to notify in writing all the creditors of the company known to it and publish in the press, which publishes data on the state registration of legal entities, a message about the decision. At the same time, the creditors of the company, within thirty days from the date of sending notifications to them or within thirty days from the date of publication of the notice of the decision taken, have the right to demand in writing early termination or fulfillment of the relevant obligations of the company and compensation for their losses.
The state registration of companies established as a result of reorganization and the entry of records on the termination of the activities of the reorganized companies shall be carried out only upon presentation of evidence of notification of creditors in the manner prescribed by this paragraph.
If the separation balance sheet does not make it possible to determine the legal successor of the reorganized company, the legal entities created as a result of the reorganization shall be jointly and severally liable for the obligations of the reorganized company to its creditors.
Merger of societies
1. The merger of companies is the creation of a new company with the transfer of all rights and obligations of two or more companies to it and the termination of the latter.
2. The general meeting of participants of each company participating in the reorganization in the form of a merger shall decide on such reorganization, on the approval of the merger agreement and the charter of the company created as a result of the merger, as well as on the approval of the deed of transfer.
3. The merger agreement, signed by all participants in the company created as a result of the merger, is, along with its charter, its constituent document and must comply with all the requirements of the Civil Code of the Russian Federation and this Federal Law for the constituent agreement.
4. If the general meeting of participants of each company participating in the reorganization in the form of a merger makes a decision on such reorganization and on the approval of the merger agreement, the charter of the company created as a result of the merger, and the deed of transfer, the election of the executive bodies of the company created as a result of the merger, is carried out at a joint general meeting of participants in the companies participating in the merger. The terms and procedure for holding such a general meeting are determined by the merger agreement.
The sole executive body of a company created as a result of a merger carries out actions related to the state registration of this company.
5. In the event of a merger of companies, all rights and obligations of each of them shall be transferred to the company created as a result of the merger, in accordance with the deeds of transfer.
Accession of society
1. The merger of a company is the termination of one or several companies with the transfer of all their rights and obligations to another company.
2. The general meeting of participants of each company participating in the reorganization in the form of affiliation makes a decision on such reorganization, on approval of the agreement on accession, and the general meeting of participants of the merging company also makes a decision on approving the deed of transfer.
3. The joint general meeting of the participants of the companies participating in the merger shall make changes to the constituent documents of the company to which the merger is carried out, related to the change in the composition of the company's participants, the determination of the size of their shares, and other changes, stipulated by the agreement on accession, and also, if necessary, resolves other issues, including issues on the election of the bodies of the company to which accession is carried out. The terms and procedure for holding such a general meeting are determined by the accession agreement.
4. When one company joins another, all the rights and obligations of the merged company pass to the latter in accordance with the deed of transfer.
Division of society
1. The division of a company is the termination of a company with the transfer of all its rights and obligations to newly created companies.
2. The general meeting of participants in a company being reorganized in the form of a division shall decide on such reorganization, on the procedure and conditions for the division of the company, on the creation of new companies and on the approval of the separation balance sheet.
3. Members of each company created as a result of division sign a memorandum of association. The general meeting of participants of each company created as a result of division approves the charter and elects the bodies of the company.
4. When a company is divided, all its rights and obligations are transferred to the companies created as a result of the division, in accordance with the separation balance sheet.
Society spin-off
1. The separation of a company is the creation of one or several companies with the transfer to him (them) of a part of the rights and obligations of the company being reorganized without terminating the latter.
2. The general meeting of participants in a company being reorganized in the form of a spin-off shall decide on such a reorganization, on the procedure and conditions for spin-off, on the creation of a new company (new companies) and on the approval of the separation balance sheet, and shall include in the constituent documents of the company being reorganized in the form of a spin-off, changes related to a change in the composition of the company's participants, determination of the size of their shares, and other changes provided for by the decision on separation, and also, if necessary, resolves other issues, including issues on the election of the company's bodies.
The participants of the spin-off company sign the memorandum of association. The general meeting of participants in the spin-off company approves its charter and elects the bodies of the company.
If the reorganized company is the sole participant of the spin-off company, the general meeting of the latter decides on the reorganization of the company in the form of a spin-off, on the procedure and conditions for spin-off, and also approves the charter of the spin-off company and the separation balance sheet, and elects the bodies of the spin-off company.
3. When one or several companies are separated from the company, a part of the rights and obligations of the reorganized company is transferred to each of them in accordance with the separation balance sheet.
Society transformation
1. The company has the right to be transformed into a joint-stock company, an additional liability company or a production cooperative.
2. The general meeting of participants in a company being reorganized in the form of transformation shall decide on such reorganization, on the procedure and conditions for transformation, on the procedure for exchanging shares of company participants for shares of a joint-stock company, shares of company participants with additional responsibility or shares of members of a production cooperative, on approval of the charter of a joint-stock company, additional liability company or production cooperative created as a result of transformation, as well as on approval of the deed of transfer.
3. Participants in a legal entity created as a result of transformation shall decide on the election of its bodies in accordance with the requirements of federal laws on such legal entities and instruct the relevant body to carry out actions related to the state registration of a legal entity created as a result of transformation.
4. When a company is reorganized, all the rights and obligations of the reorganized company are transferred to the legal entity created as a result of the transformation in accordance with the deed of transfer.
Federal Law No. 31-FZ of March 21, 2002 amended Article 57 of this Federal Law. The amendments shall enter into force on July 1, 2002.
Society liquidation
1. A company may be liquidated voluntarily in accordance with the procedure established by the Civil Code of the Russian Federation, subject to the requirements of this Federal Law and the company's charter. The company may also be liquidated by a court decision on the grounds provided for by the Civil Code of the Russian Federation.
The liquidation of a company entails its termination without the transfer of rights and obligations by way of succession to other persons.
2. The decision of the general meeting of the company's participants on voluntary liquidation company and the appointment of a liquidation commission is adopted at the proposal of the board of directors (supervisory board) of the company, the executive body or a member of the company.
The general meeting of participants in a voluntarily liquidated company decides on the liquidation of the company and the appointment of a liquidation commission.
3. From the moment of appointment of the liquidation commission, all powers to manage the affairs of the company are transferred to it. The liquidation commission, on behalf of the liquidated company, acts in court.
4. If the participant of the liquidated company is the Russian Federation, a subject of the Russian Federation or municipality, the composition of the liquidation commission includes a representative of the federal state property management body, a specialized institution selling federal property, a state property management body of a constituent entity of the Russian Federation, a seller state property subject of the Russian Federation or local government.
5. The procedure for the liquidation of a company is determined by the Civil Code of the Russian Federation and other federal laws.
Distribution of the property of the liquidated company among its participants
1. The property of the liquidated company remaining after completion of settlements with creditors shall be distributed by the liquidation commission among the participants of the company in the following order:
in the first place, the distribution to the participants of the company of the distributed, but unpaid part of the profit is carried out;
in the second place, the distribution of the property of the liquidated company between the participants of the company is carried out in proportion to their shares in the authorized capital of the company.
2. The requirements of each queue are satisfied after the requirements of the previous queue are fully satisfied.
If the property of the company is not enough to pay the distributed but unpaid part of the profit, the property of the company is distributed among its participants in proportion to their shares in the authorized capital of the company.
Chapter VI. Final provisions
No. 193-FZ of December 31, 1998, Article 59 of this Federal Law was amended
No. 96-FZ of July 11, 1998, Article 59 of this Federal Law was amended
Article 59 Entry into force of this Federal Law
2. Since the entry into force of this Federal Law legal acts operating on the territory of the Russian Federation, until they are brought into line with this Federal Law, are applied to the extent that does not contradict this Federal Law.
Constituent documents of limited liability companies (limited liability partnerships) from the moment this Federal Law enters into force shall apply to the extent that does not contradict this Federal Law.
3. Constituent documents of limited liability companies (limited liability partnerships) established prior to the entry into force of this Federal Law shall be subject to alignment with this Federal Law no later than July 1, 1999.
Limited liability companies (limited liability partnerships), the number of participants of which exceeds fifty at the time of the entry into force of this Federal Law, must be transformed into joint-stock companies or production cooperatives or reduce the number of participants to the limit established by this Federal Law. When transforming such limited liability companies (limited liability partnerships) into joint-stock companies, they may be transformed into closed joint-stock companies without limiting the maximum number of shareholders of a closed joint-stock company established by the Federal Law "On Joint-Stock Companies". The said closed joint stock companies are not subject to the provisions of paragraphs two and three of paragraph 3 of Article 7 of the Federal Law "On Joint Stock Companies".
When transforming limited liability companies (limited liability partnerships) into joint-stock companies or production cooperatives in the manner provided for by this paragraph, the provisions of paragraph 5 of Article 51 of this Federal Law shall also not apply.
The decision of the general meeting of participants of a limited liability company (limited liability partnership) on the transformation of a limited liability company (limited liability partnership), the number of participants of which at the time of the entry into force of this Federal Law exceeds fifty, shall be taken by a majority of at least two-thirds of the votes of the total the number of votes of participants in a limited liability company (limited liability partnership). Participants in a limited liability company (limited liability partnership) who voted against the adoption of a decision on its transformation or did not take part in the voting shall have the right to withdraw from the limited liability company (limited liability partnership) in the manner established by Article 26 of this Federal Law.
Limited liability companies (limited liability partnerships) that have not brought their constituent documents in line with this Federal Law or have not been transformed into joint-stock companies or production cooperatives may be liquidated in court at the request of the body that carries out state registration of legal entities, or other government agencies or bodies of local self-government, to which the right to present such a demand is granted by federal law.
4. Limited liability companies (limited liability partnerships) specified in paragraph 3 of this article shall be exempted from paying the registration fee when registering changes to their legal status in connection with its bringing into conformity with this Federal Law.
President of the Russian Federation B. Yeltsin
Moscow Kremlin
With changes and additions from:
July 11, December 31, 1998, March 21, 2002, December 29, 2004, July 27, December 18, 2006, April 29, December 22, 30, 2008, July 19, August 2, December 27, 2009 July 27, December 28, 2010, July 11, 18, November 30, December 6, 2011, December 29, 2012, July 23, December 21, 2013, May 5, 2014, March 30, April 6, 2015
See Information of the Federal Notarial Chamber dated June 21, 2010 and recommendations on the application of certain provisions of this Federal Law
On some issues of the application of this Federal Law, see Resolution of the Plenum of the Supreme Court of the Russian Federation and the Plenum of the Supreme Arbitration Court of the Russian Federation dated December 9, 1999 N 90/14
See the diagram "Changes to Federal Law No. 14-FZ of February 8, 1998 "On Limited Liability Companies", effective from July 1, 2009."
See comments to this Federal Law
Chapter I. General Provisions
Article 1 Relations regulated by this Federal Law
See comments to Article 1 of this Federal Law
1. This Federal Law determines, in accordance with the Civil Code of the Russian Federation, the legal status of a limited liability company, the rights and obligations of its participants, the procedure for the creation, reorganization and liquidation of the company.
Information about changes:
Federal Law No. 379-FZ of December 21, 2013 amended Item 2 of Article 1 of this Federal Law. The amendments shall enter into force on July 1, 2014.
2. Features of the legal status, procedure for the creation, reorganization and liquidation of limited liability companies in the areas of banking, insurance, private security and investment activities, as well as in the field of agricultural production, mortgage agents and specialized companies are determined by federal laws.
Information about changes:
Federal Law No. 58-FZ of April 29, 2008 supplemented Article 1 of this Federal Law with Clause 3
3. Relations associated with the commission by foreign investors or a group of persons, which includes a foreign investor, transactions with shares constituting the authorized capital of a limited liability company of strategic importance for ensuring the defense of the country and the security of the state, and the establishment of control of foreign investors or a group of persons , which includes a foreign investor, over such companies are regulated in accordance with the provisions of the Federal Law "On the Procedure for Foreign Investment in Business Companies of Strategic Importance for Ensuring the Defense of the Country and the Security of the State".
Article 2 Basic Provisions on Limited Liability Companies
See Encyclopedias and other comments on Article 2 of this Federal Law
Information about changes:
Federal Law No. 312-FZ of December 30, 2008 reworded Item 1 of Article 2 of this Federal Law, which shall enter into force on July 1, 2009.
See the text of the paragraph in the previous edition
1. Limited Liability Company(hereinafter referred to as the company) is recognized as an economic company created by one or several persons, the authorized capital of which is divided into shares; the participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their shares in the authorized capital of the company.
Members of the company who have not fully paid their shares shall be jointly and severally liable for the obligations of the company within the value of the unpaid part of their shares in the authorized capital of the company.
2. The company owns separate property recorded on its independent balance sheet, can acquire and exercise property and personal non-property rights on its own behalf, incur obligations, be a plaintiff and defendant in court.
A company may have civil rights and bear civil obligations necessary for the implementation of any types of activities not prohibited by federal laws, if this does not contradict the subject and goals of the activity, specifically limited by the charter of the company.
Certain types of activities, the list of which is determined by federal law, may be carried out by a company only on the basis of a special permit (license). If the conditions for granting a special permit (license) to carry out a certain type of activity provide for a requirement to carry out such activity as exclusive, the company, during the period of validity of the special permit (license), is entitled to carry out only the types of activities provided for by the special permit (license) and related activities.
3. A company is considered established as a legal entity from the moment of its state registration in the manner established by the federal law on state registration of legal entities.
A company is created without a time limit, unless otherwise provided by its charter.
4. The Company shall have the right to open bank accounts in the Russian Federation and abroad in accordance with the established procedure.
Information about changes:
Federal Law No. 82-FZ of April 6, 2015 reworded Item 5 of Article 2 of this Federal Law
See the text of the paragraph in the previous edition
5. The company has the right to have a seal, stamps and letterheads with its own name, its own emblem, as well as a trademark registered in the prescribed manner and other means of individualization. The federal law may provide for the obligation of the company to use the seal.
Information about the presence of a seal must be contained in the charter of the company.
Article 3 Society's responsibility
See Encyclopedias and other comments on Article 3 of this Federal Law
1. The company is liable for its obligations with all its property.
2. The company is not liable for the obligations of its members.
3. In case of insolvency (bankruptcy) of the company due to the fault of its participants or through the fault of other persons who have the right to give instructions binding on the company or otherwise have the opportunity to determine its actions, the specified participants or other persons in the event of insufficient property of the company may be assigned subsidiary liability for its obligations.
4. The Russian Federation, constituent entities of the Russian Federation and municipalities are not liable for the obligations of the company, just as the company is not liable for the obligations of the Russian Federation, constituent entities of the Russian Federation and municipalities.
Article 4 Corporate name of the company and its location
See Encyclopedias and other comments on Article 4 of this Federal Law
Information about changes:
Federal Law No. 231-FZ of December 18, 2006 amended Item 1 of Article 4 of this Federal Law. The amendments shall enter into force on January 1, 2008.
See the text of the paragraph in the previous edition
1. The company must have a full and have the right to have an abbreviated company name in Russian. The Company is also entitled to have a full and (or) abbreviated company name in the languages of the peoples of the Russian Federation and (or) foreign languages.
The full corporate name of the company in Russian must contain the full name of the company and the words "limited liability". The abbreviated corporate name of the company in Russian must contain the full or abbreviated name of the company and the words "limited liability" or the abbreviation LLC.
The trade name of the company in Russian and in the languages of the peoples of the Russian Federation may contain foreign borrowings in Russian transcription or in transcriptions of the languages of the peoples of the Russian Federation, with the exception of terms and abbreviations that reflect the organizational and legal form of the company.
Other requirements for the trade name of the company are established by the Civil Code of the Russian Federation.
2. The location of the company is determined by the place of its state registration.
Article 5 Branches and representative offices of the company
See Encyclopedias and other comments on Article 5 of this Federal Law
1. The company may create branches and open representative offices by decision of the general meeting of the company's participants, adopted by a majority of at least two-thirds of the total number of votes of the company's participants, if the need for a larger number of votes to make such a decision is not provided for by the charter of the company.
The establishment by the company of branches and the opening of representative offices on the territory of the Russian Federation shall be carried out in compliance with the requirements of this Federal Law and other federal laws, and outside the territory of the Russian Federation also in accordance with the legislation of the foreign state on the territory of which branches are created or representative offices are opened, unless otherwise provided by international treaties of the Russian Federation.
2. The branch of the company is its separate subdivision located outside the location of the company and performing all of its functions or part of them, including the functions of a representative office.
3. The representative office of the company is its separate subdivision, located outside the location of the company, representing the interests of the company and protecting them.
4. The branch and representative office of the company are not legal entities and act on the basis of the regulations approved by the company. A branch and a representative office are endowed with property by the company that created them.
The heads of branches and representative offices of the company are appointed by the company and act on the basis of its power of attorney.
Branches and representative offices of the company carry out their activities on behalf of the company that created them. Responsibility for the activities of the branch and representative offices of the company shall be borne by the company that created them.
5. The charter of the company must contain information about its branches and representative offices. Notifications of changes in the charter of the company, information about its branches and representative offices are submitted to the body that carries out state registration of legal entities. The specified changes in the charter of the company come into force for third parties from the moment of notification of such changes to the body that carries out the state registration of legal entities.
Article 6 Subsidiaries and affiliates
See Encyclopedias and other comments on Article 6 of this Federal Law
1. A company may have subsidiaries and dependent business companies with the rights of a legal entity established on the territory of the Russian Federation in accordance with this Federal Law and other federal laws, and outside the territory of the Russian Federation also in accordance with the legislation of the foreign state on the territory of which the subsidiary is created. or a dependent economic company, unless otherwise provided by international treaties of the Russian Federation.
2. A company is recognized as a subsidiary if another (main) business company or partnership, by virtue of its predominant participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise, has the ability to determine decisions made by such a company.
3. A subsidiary company is not liable for the debts of the main economic company (partnership).
The main economic company (partnership), which has the right to give instructions to the subsidiary that are obligatory for it, is jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions.
In case of insolvency (bankruptcy) of a subsidiary due to the fault of the main economic company (partnership), the latter bears subsidiary liability for its debts in case of insufficiency of the property of the subsidiary.
Participants in a subsidiary company have the right to demand compensation from the parent company (partnership) for losses caused through its fault to the subsidiary company.
4. A company is recognized as dependent if another (predominant, participating) economic company has more than twenty percent of the authorized capital of the first company.
A company that has acquired more than twenty percent of the voting shares of a joint-stock company or more than twenty percent of the charter capital of another limited liability company is obliged to immediately publish information about this in the press, which publishes data on state registration of legal entities.
See the chart "Subsidiaries and affiliates"
Article 7 Society members
See Encyclopedias and other comments on Article 7 of this Federal Law
1. Members of the company may be citizens and legal entities.
Federal law may prohibit or restrict the participation of certain categories of citizens in societies.
2. State bodies and bodies of local self-government are not entitled to act as participants in companies, unless otherwise established by federal law.
A society can be founded by one person who becomes its sole participant. The company may subsequently become a company with one member.
The company cannot have as its sole participant another economic company consisting of one person.
The provisions of this Federal Law shall apply to companies with one participant insofar as this Federal Law does not provide otherwise and in so far as this does not contradict the essence of the relevant relations.
3. The number of participants in the company should not be more than fifty.
If the number of participants in the company exceeds the limit established by this paragraph, the company must be transformed into an open joint-stock company or a production cooperative within a year. If within the specified period the company is not reorganized and the number of participants in the company does not decrease to the limit established by this paragraph, it is subject to liquidation in a judicial proceeding at the request of the body carrying out state registration of legal entities, or other state bodies or local governments, to which the right to present such a requirement is granted by federal law.
Article 8 Rights of company members
See Encyclopedias and other comments on Article 8 of this Federal Law
Information about changes:
Federal Law No. 312-FZ of December 30, 2008 amended Item 1 of Article 8 of this Federal Law. The amendments shall enter into force on July 1, 2009.
See the text of the paragraph in the previous edition
1. Members of the company have the right:
participate in the management of the company's affairs in the manner prescribed by this Federal Law and the company's charter;
receive information about the activities of the company and get acquainted with its accounting books and other documentation in the manner prescribed by its charter;
take part in the distribution of profits;
sell or otherwise alienate its share or part of the share in the authorized capital of the company to one or more participants in this company or to another person in the manner prescribed by this Federal Law and the charter of the company;
withdraw from the company by alienating its share to the company, if such a possibility is provided for by the charter of the company, or demand that the company acquire a share in the cases provided for by this Federal Law;
receive, in the event of liquidation of the company, part of the property remaining after settlements with creditors, or its value.
Members of the company also have other rights provided for by this Federal Law.
Information about changes:
Federal Law No. 312-FZ of December 30, 2008 amended Item 2 of Article 8 of this Federal Law. The amendments shall enter into force on July 1, 2009.
See the text of the paragraph in the previous edition
2. In addition to the rights provided for by this Federal Law, the charter of a company may provide for other rights (additional rights) of a participant (participants) of the company. These rights may be provided for by the charter of the company upon its establishment or granted to the participant (participants) of the company by decision of the general meeting of participants in the company, adopted by all participants of the company unanimously.
Additional rights granted to a certain member of the company, in the event of the alienation of his share or part of the share, do not transfer to the acquirer of the share or part of the share.
Termination or restriction of additional rights granted to all participants in the company is carried out by decision of the general meeting of participants in the company, adopted by all participants in the company unanimously. Termination or restriction of additional rights granted to a certain member of the company is carried out by decision of the general meeting of members of the company, adopted by a majority of at least two thirds of the votes of the total number of votes of the members of the company, provided that the member of the company who owns such additional rights voted for the adoption of such decision or gave written consent.
A participant in a company who has been granted additional rights may refuse to exercise the additional rights belonging to him by sending a written notice of this to the company. From the moment the company receives the said notice, the additional rights of the company's participant cease.
Information about changes:
Federal Law No. 205-FZ of July 19, 2009 amended Item 3 of Article 8 of this Federal Law
See the text of the paragraph in the previous edition
3. The founders (participants) of the company have the right to conclude an agreement on the exercise of the rights of participants in the company, according to which they undertake to exercise their rights in a certain way and (or) refrain from exercising these rights, including voting in a certain way at the general meeting of participants in the company, agree on the voting option with other participants, sell a share or part of a share at a price determined by this agreement and (or) upon the occurrence of certain circumstances, or refrain from alienating a share or part of a share until certain circumstances occur, as well as perform other actions in concert related to the management of the company, with the creation, activities, reorganization and liquidation of the company. Such an agreement is concluded in writing by drawing up one document signed by the parties.
Article 9 Obligations of the members of the society
See Encyclopedias and other comments on Article 9 of this Federal Law
Information about changes:
Federal Law No. 200-FZ of July 11, 2011 amended Item 1 of Article 9 of this Federal Law
See the text of the paragraph in the previous edition
1. Participants of the company are obliged:
pay for shares in the authorized capital of the company in the manner, in the amount and within the time limits provided for by this Federal Law and the agreement on the establishment of the company;
not to disclose information about the activities of the company, in respect of which the requirement to ensure its confidentiality is established.
Members of the company shall also bear other obligations stipulated by this Federal Law.
Information about changes:
Federal Law No. 312-FZ of December 30, 2008 amended Item 2 of Article 9 of this Federal Law. The amendments shall enter into force on July 1, 2009.
See the text of the paragraph in the previous edition
2. In addition to the obligations provided for by this Federal Law, the charter of a company may provide for other obligations (additional obligations) of a participant (participants) of the company. These obligations may be provided for by the charter of the company upon its establishment or assigned to all participants in the company by decision of the general meeting of participants in the company, adopted by all participants of the company unanimously. The imposition of additional obligations on a certain member of the company is carried out by decision of the general meeting of participants in the company, adopted by a majority of at least two-thirds of the votes of the total number of votes of the participants in the company, provided that the member of the company who is entrusted with such additional obligations voted for such a decision or gave written agreement.
Additional obligations imposed on a certain member of the company, in the event of the alienation of his share or part of the share, do not transfer to the acquirer of the share or part of the share.
Additional obligations may be terminated by a decision of the general meeting of participants in the company, adopted by all participants in the company unanimously.
Article 10 Exclusion of a member of the company from the company
See Encyclopedias and other comments on Article 10 of this Federal Law
On the practice of consideration by arbitration courts of disputes related to the exclusion of a participant from an LLC, see the information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated May 24, 2012 N 151
The participants of the company, whose shares in the aggregate amount to at least ten percent of the authorized capital of the company, have the right to demand in court the exclusion from the company of a participant who grossly violates his obligations or by his actions (inaction) makes the activities of the company impossible or significantly complicates it.
The Civil Code of the Russian Federation does not contain an indication of the size of the share of the company's participants for the exercise of the right to demand the exclusion of another participant from the company
THE RUSSIAN FEDERATION
THE FEDERAL LAW
dated 08.02.98 N 14-FZ
ABOUT COMPANIES WITH LIMITED LIABILITY
(as amended by federal laws
dated 11.07.1998 N 96-FZ, dated 31.12.1998 N 193-FZ,
dated 21.03.2002 N 31-FZ, dated 29.12.2004 N 192-FZ,
dated July 27, 2006 N 138-FZ,
as amended by Federal Law No. 231-FZ of December 18, 2006)
Chapter I. GENERAL PROVISIONS
Article 1. Relations regulated by this Federal Law
1. This Federal Law determines, in accordance with the Civil Code of the Russian Federation, the legal status of a limited liability company, the rights and obligations of its participants, the procedure for the creation, reorganization and liquidation of the company.
2. Features of the legal status, procedure for the creation, reorganization and liquidation of limited liability companies in the areas of banking, insurance and investment activities, as well as in the field of agricultural production are determined by federal laws.
Article 2. Basic provisions on limited liability companies
1. A limited liability company (hereinafter referred to as a company) is a business company founded by one or several persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; the participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions.
Members of the company who have not fully contributed to the charter capital of the company shall be jointly and severally liable for its obligations to the extent of the value of the unpaid part of the contribution of each of the members of the company.
2. The company owns separate property recorded on its independent balance sheet, can acquire and exercise property and personal non-property rights on its own behalf, incur obligations, be a plaintiff and defendant in court.
A company may have civil rights and bear civil obligations necessary for the implementation of any types of activities not prohibited by federal laws, if this does not contradict the subject and goals of the activity, specifically limited by the charter of the company.
Certain types of activities, the list of which is determined by federal law, may be carried out by a company only on the basis of a special permit (license). If the conditions for granting a special permit (license) to carry out a certain type of activity provide for a requirement to carry out such activity as exclusive, the company, during the period of validity of the special permit (license), is entitled to carry out only the types of activities provided for by the special permit (license) and related activities.
3. A company is considered established as a legal entity from the moment of its state registration in the manner established by the federal law on state registration of legal entities.
A company is created without a time limit, unless otherwise provided by its charter.
4. The Company shall have the right to open bank accounts in the Russian Federation and abroad in accordance with the established procedure.
5. Society must have round stamp containing its full company name in Russian and an indication of the location of the company. The seal of the company may also contain the trade name of the company in any language of the peoples of the Russian Federation and (or) a foreign language.
The Company has the right to have stamps and letterheads with its company name, its own emblem, as well as a trademark registered in the prescribed manner and other means of individualization.
Article 3. Responsibility of the company
1. The company is liable for its obligations with all its property.
2. The company is not liable for the obligations of its members.
3. In case of insolvency (bankruptcy) of the company due to the fault of its participants or through the fault of other persons who have the right to give instructions binding on the company or otherwise have the opportunity to determine its actions, the specified participants or other persons in the event of insufficient property of the company may be assigned subsidiary liability for its obligations.
4. The Russian Federation, constituent entities of the Russian Federation and municipalities are not liable for the obligations of the company, just as the company is not liable for the obligations of the Russian Federation, constituent entities of the Russian Federation and municipalities.
Article 4. Firm name of the company and its location
1. The company must have a full and have the right to have an abbreviated company name in Russian. The Company is also entitled to have a full and (or) abbreviated company name in the languages of the peoples of the Russian Federation and (or) foreign languages.
The full corporate name of the company in Russian must contain the full name of the company and the words "limited liability". The abbreviated corporate name of the company in Russian must contain the full or abbreviated name of the company and the words "limited liability" or the abbreviation LLC.
The company name in Russian cannot contain other terms and abbreviations reflecting its organizational and legal form, including those borrowed from foreign languages, unless otherwise provided by federal laws and other legal acts of the Russian Federation.
2. The location of the company is determined by the place of its state registration.
Article 5. Branches and representative offices of the company
1. The company may create branches and open representative offices by decision of the general meeting of the company's participants, adopted by a majority of at least two-thirds of the total number of votes of the company's participants, if the need for a larger number of votes to make such a decision is not provided for by the charter of the company.
The establishment by the company of branches and the opening of representative offices on the territory of the Russian Federation shall be carried out in compliance with the requirements of this Federal Law and other federal laws, and outside the territory of the Russian Federation also in accordance with the legislation of the foreign state on the territory of which branches are created or representative offices are opened, unless otherwise provided by international treaties of the Russian Federation.
2. A branch of a company is its separate subdivision located outside the location of the company and performing all or part of its functions, including the functions of representation.
3. The representative office of the company is its separate subdivision, located outside the location of the company, representing the interests of the company and protecting them.
4. The branch and representative office of the company are not legal entities and act on the basis of the regulations approved by the company. A branch and a representative office are endowed with property by the company that created them.
The heads of branches and representative offices of the company are appointed by the company and act on the basis of its power of attorney.
Branches and representative offices of the company carry out their activities on behalf of the company that created them. Responsibility for the activities of the branch and representative offices of the company shall be borne by the company that created them.
5. The charter of the company must contain information about its branches and representative offices. Notifications of changes in the charter of the company, information about its branches and representative offices are submitted to the body that carries out state registration of legal entities. The specified changes in the charter of the company come into force for third parties from the moment of notification of such changes to the body that carries out the state registration of legal entities.
Article 6. Subsidiaries and dependent companies
1. A company may have subsidiaries and dependent business companies with the rights of a legal entity established on the territory of the Russian Federation in accordance with this Federal Law and other federal laws, and outside the territory of the Russian Federation also in accordance with the legislation of the foreign state on the territory of which the subsidiary is created. or a dependent economic company, unless otherwise provided by international treaties of the Russian Federation.
2. A company is recognized as a subsidiary if another (main) business company or partnership, by virtue of its predominant participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise, has the ability to determine decisions made by such a company.
3. A subsidiary company is not liable for the debts of the main economic company (partnership).
The main economic company (partnership), which has the right to give instructions to the subsidiary that are obligatory for it, is jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions.
In case of insolvency (bankruptcy) of a subsidiary due to the fault of the main economic company (partnership), the latter bears subsidiary liability for its debts in case of insufficiency of the property of the subsidiary.
Participants in a subsidiary company have the right to demand compensation from the parent company (partnership) for losses caused through its fault to the subsidiary company.
4. A company is recognized as dependent if another (predominant, participating) economic company has more than twenty percent of the authorized capital of the first company.
A company that has acquired more than twenty percent of the voting shares of a joint-stock company or more than twenty percent of the charter capital of another limited liability company is obliged to immediately publish information about this in the press, which publishes data on state registration of legal entities.
Article 7
1. Members of the company may be citizens and legal entities.
Federal law may prohibit or restrict the participation of certain categories of citizens in societies.
2. State bodies and bodies of local self-government are not entitled to act as participants in companies, unless otherwise established by federal law.
A society can be founded by one person who becomes its sole participant. The company may subsequently become a company with one member.
The company cannot have as its sole participant another economic company consisting of one person.
The provisions of this Federal Law shall apply to companies with one participant insofar as this Federal Law does not provide otherwise and in so far as this does not contradict the essence of the relevant relations.
3. The number of participants in the company should not be more than fifty.
If the number of participants in the company exceeds the limit established by this paragraph, the company must be transformed into an open joint-stock company or a production cooperative within a year. If within the specified period the company is not reorganized and the number of participants in the company does not decrease to the limit established by this paragraph, it is subject to liquidation in a judicial proceeding at the request of the body carrying out state registration of legal entities, or other state bodies or local governments, to which the right to present such a requirement is granted by federal law.
Article 8
1. Members of the company have the right:
- participate in the management of the affairs of the company in the manner prescribed by this Federal Law and the constituent documents of the company;
- receive information about the activities of the company and get acquainted with its accounting books and other documentation in the manner prescribed by its constituent documents;
- take part in the distribution of profits;
- sell or otherwise assign its share in the authorized capital of the company or part of it to one or more participants in this company in the manner prescribed by this Federal Law and the charter of the company;
- withdraw from the company at any time, regardless of the consent of its other participants; receive, in the event of liquidation of the company, part of the property remaining after settlements with creditors, or its value.
Members of the company also have other rights provided for by this Federal Law.
2. In addition to the rights provided for by this Federal Law, the charter of a company may provide for other rights (additional rights) of a participant (participants) of the company.
These rights may be provided for by the charter of the company upon its establishment or granted to the participant (participants) of the company by decision of the general meeting of participants in the company, adopted by all participants of the company unanimously.
Additional rights granted to a certain member of the company, in the event of the alienation of his share (part of the share) to the acquirer of the share (part of the share), do not pass.
Termination or restriction of additional rights granted to all participants in the company is carried out by decision of the general meeting of participants in the company, adopted by all participants in the company unanimously. Termination or restriction of additional rights granted to a certain member of the company is carried out by decision of the general meeting of members of the company, adopted by a majority of at least two thirds of the votes of the total number of votes of the members of the company, provided that the member of the company who owns such additional rights voted for the adoption of such decision or gave written consent.
A participant in a company who has been granted additional rights may refuse to exercise the additional rights belonging to him by sending a written notice of this to the company. From the moment the company receives the said notice, the additional rights of the company's participant cease.
Article 9. Obligations of the participants of the company
1. Participants of the company are obliged:
- make contributions in the manner, in the amount, in the composition and within the time limits provided for by this Federal Law and the constituent documents of the company;
- not disclose confidential information about the activities of the company.
Members of the company shall also bear other obligations stipulated by this Federal Law.
2. In addition to the obligations provided for by this Federal Law, the charter of a company may provide for other obligations (additional obligations) of a participant (participants) of the company. These obligations may be provided for by the charter of the company upon its establishment or assigned to all participants in the company by decision of the general meeting of participants in the company, adopted by all participants of the company unanimously. The imposition of additional obligations on a certain member of the company is carried out by decision of the general meeting of participants in the company, adopted by a majority of at least two-thirds of the votes of the total number of votes of the participants in the company, provided that the member of the company who is entrusted with such additional obligations voted for such a decision or gave written agreement.
Additional obligations imposed on a certain participant of the company, in the event of the alienation of his share (part of the share) to the acquirer of the share (part of the share), do not pass.
Additional obligations may be terminated by a decision of the general meeting of participants in the company, adopted by all participants in the company unanimously.
Article 10
The participants of the company, whose shares in the aggregate amount to at least ten percent of the authorized capital of the company, have the right to demand in court the exclusion from the company of a participant who grossly violates his obligations or by his actions (inaction) makes the activities of the company impossible or significantly complicates it.
Chapter II. COMPANY ESTABLISHMENT
Article 11
1. The founders of the company conclude a memorandum of association and approve the charter of the company.
The memorandum of association and the articles of association of the company are the founding documents of the company.
If the company is founded by one person, the constituent document of the company is the charter approved by this person. In the event of an increase in the number of participants in the company to two or more, a memorandum of association must be concluded between them.
The founders of the company elect (appoint) the executive bodies of the company, and in case of making non-monetary contributions to the authorized capital of the company, approve their monetary value.
The decision to approve the charter of the company, as well as the decision to approve the monetary value of the contributions made by the founders of the company, is taken by the founders unanimously. Other decisions are taken by the founders of the company in the manner prescribed by this Federal Law and the constituent documents of the company.
2. The founders of the company shall be jointly and severally liable for obligations related to the establishment of the company and arising before its state registration. The company is liable for the obligations of the founders of the company associated with its establishment, only in the event of subsequent approval of their actions by the general meeting of participants in the company.
3. Features of the establishment of a company with the participation of foreign investors are determined by federal law.
Article 12
1. In the founding agreement, the founders of the company undertake to create a company and determine the procedure for joint activities for its creation. The memorandum of association also determines the composition of the founders (participants) of the company, the size of the authorized capital of the company and the size of the share of each of the founders (participants) of the company, the amount and composition of contributions, the procedure and terms for their introduction into the authorized capital of the company upon its establishment, the responsibility of the founders (participants) of the company for violation of the obligation to make contributions, the conditions and procedure for the distribution of profits between the founders (participants) of the company, the composition of the company's bodies and the procedure for exit of the company's participants from the company.
2. The charter of the company must contain:
- full and abbreviated corporate name of the company;
- information about the location of the company;
- information on the composition and competence of the company's bodies, including on issues constituting the exclusive competence of the general meeting of the company's participants, on the procedure for making decisions by the company's bodies, including on issues decisions on which are taken unanimously or by a qualified majority of votes;
- information on the size of the authorized capital of the company;
- information on the size and nominal value of the share of each member of the company;
- rights and obligations of the company's participants;
- information on the procedure and consequences of the withdrawal of a company participant from the company;
- information on the procedure for the transfer of a share (part of a share) in the authorized capital of the company to another person;
- information on the procedure for storing documents of the company and on the procedure for providing information by the company to participants in the company and other persons;
- other information provided for by this Federal Law.
The company's charter may also contain other provisions that do not contradict this Federal Law and other federal laws.
3. At the request of a member of the company, an auditor or any interested person, the company is obliged within a reasonable time to provide them with the opportunity to familiarize themselves with the constituent documents of the company, including changes. The company is obliged, at the request of a member of the company, to provide him with copies of the current memorandum of association and the charter of the company. The fee charged by the company for the provision of copies may not exceed the cost of their production.
4. Changes to the constituent documents of the company are made by decision of the general meeting of participants in the company.
Changes made to the constituent documents of a company are subject to state registration in the manner prescribed by Article 13 of this Federal Law for registering a company.
Changes made to the constituent documents of the company become effective for third parties from the moment of their state registration, and in cases established by this Federal Law, from the moment of notification of the state registration authority.
5. In case of discrepancy between the provisions of the memorandum of association and the provisions of the charter of the company, the provisions of the charter of the company shall prevail for third parties and participants in the company.
Article 13. State registration of a company
The company is subject to state registration with the body that carries out state registration of legal entities in the manner prescribed by the federal law on state registration of legal entities.
Chapter III. AUTHORIZED CAPITAL OF THE COMPANY. COMPANY PROPERTY
Article 14 Shares in the authorized capital of the company
1. The authorized capital of a company is made up of the nominal value of the shares of its participants.
The size of the authorized capital of the company must be at least one hundred times minimum size wages established by federal law as of the date of submission of documents for state registration of the company.
The size of the authorized capital of the company and the nominal value of the shares of the company's participants are determined in rubles.
The authorized capital of a company determines the minimum amount of its property that guarantees the interests of its creditors.
2. The size of the share of a company participant in the authorized capital of the company is determined as a percentage or as a fraction. The size of the share of a member of the company must correspond to the ratio of the nominal value of his share and the authorized capital of the company.
The actual value of the share of a member of the company corresponds to the part of the value of the net assets of the company, proportional to the size of its share.
3. The charter of the company may limit the maximum size of the share of a member of the company. The charter of the company may restrict the possibility of changing the ratio of the shares of the company's participants. Such restrictions cannot be established in relation to individual members of the company. These provisions may be provided for by the charter of the company upon its establishment, as well as included in the charter of the company, amended and excluded from the charter of the company by decision of the general meeting of participants in the company, adopted by all participants of the company unanimously.
Article 15
1. A contribution to the authorized capital of a company may be money, securities, other things or property rights or other rights having a monetary value.
2. The monetary value of non-monetary contributions to the authorized capital of the company, made by the company's participants and third parties accepted into the company, is approved by the decision of the general meeting of the company's participants, adopted by all participants of the company unanimously.
If the nominal value (increase in the nominal value) of the share of a company member in the authorized capital of the company, paid by a non-cash contribution, is more than two hundred minimum wages established by federal law as of the date of submission of documents for state registration of the company or relevant changes in the company's charter, such a contribution must be assessed independent appraiser. The nominal value (increase in the nominal value) of the share of a member of the company paid for by such a non-monetary contribution may not exceed the amount of the assessment of the specified contribution, determined by an independent appraiser.
In the event that non-cash contributions are made to the charter capital of the company, the participants in the company and an independent appraiser within three years from the date of state registration of the company or the corresponding changes in the charter of the company jointly and severally bear subsidiary responsibility for its obligations in the amount of overestimation of the value of non-monetary contributions if the company's property is insufficient.
The charter of the company may establish the types of property that cannot be a contribution to the charter capital of the company.
3. If the company's right to use property is terminated before the expiration of the period for which such property was transferred for use by the company as a contribution to the charter capital, the participant in the company who transferred the property is obliged to provide the company, at its request, with monetary compensation equal to the payment for the use of such property. the same property on similar terms for the remainder of the term. Monetary compensation must be provided at a time within a reasonable time from the moment the company makes a claim for its provision, unless a different procedure for providing compensation is established by a decision of the general meeting of participants in the company. Such a decision is made by the general meeting of the company's participants without taking into account the votes of the company's participant who transferred to the company as a contribution to the authorized capital the right to use the property, which was terminated ahead of schedule.
The memorandum of association may provide for other methods and procedures for the company's participant to provide compensation for the early termination of the right to use the property transferred by him for use by the company as a contribution to the authorized capital.
4. Property transferred by a participant expelled or withdrawn from the company for use by the company as a contribution to the authorized capital shall remain in the use of the company for the period for which it was transferred, unless otherwise provided by the constituent agreement.
Article 16
1. Each founder of the company must fully contribute to the authorized capital of the company within the period determined by the constituent agreement and which cannot exceed one year from the date of state registration of the company. At the same time, the value of the contribution of each founder of the company must not be less than the nominal value of his share. It is not allowed to release the founder of the company from the obligation to make a contribution to the authorized capital of the company, including by offsetting his claims to the company.
2. At the time of state registration of the company, its authorized capital must be paid by the founders at least half.
Article 17
1. An increase in the authorized capital of a company is allowed only after its full payment.
2. An increase in the charter capital of a company may be carried out at the expense of the company's property, and (or) at the expense of additional contributions from the company's participants, and (or), if this is not prohibited by the company's charter, at the expense of contributions from third parties accepted by the company.
Article 18
1. An increase in the authorized capital of a company at the expense of its property is carried out by a decision of the general meeting of the company's participants, adopted by a majority of at least two-thirds of the votes of the total number of votes of the company's participants, unless the need for a larger number of votes for such a decision is provided for by the charter of the company.
The decision to increase the company's charter capital at the expense of the company's property can only be made on the basis of the company's financial statements for the year preceding the year during which such a decision was made.
2. The amount by which the company's authorized capital is increased at the expense of the company's property must not exceed the difference between the value of the company's net assets and the amount of the company's authorized capital and reserve fund.
3. When the authorized capital of a company is increased in accordance with this article, the nominal value of the shares of all participants in the company increases proportionally without changing the size of their shares.
Article 19
1. The general meeting of the company's participants, by a majority of at least two-thirds of the total number of votes of the company's participants, if the need for a larger number of votes to make such a decision is not provided for by the company's charter, may decide to increase the authorized capital of the company by making additional contributions by the company's participants. Such a decision should determine the total cost of additional contributions, as well as establish a ratio, common for all participants in the company, between the value of the additional contribution of a company participant and the amount by which the nominal value of his share is increased. This ratio is established based on the fact that the nominal value of the share of a company member may increase by an amount equal to or less than the value of his additional contribution.
Each member of the company has the right to make an additional contribution, not exceeding a part of the total value of additional contributions, proportional to the size of the share of this participant in the authorized capital of the company. Additional contributions may be made by the company's participants within two months from the date of adoption by the general meeting of the company's participants of the decision specified in paragraph one of this paragraph, unless a different period is established by the company's charter or the decision of the general meeting of the company's participants.
Not later than one month from the date of the expiration of the period for making additional contributions, the general meeting of the company's participants must decide on approving the results of making additional contributions by the company's participants and on making changes to the company's constituent documents related to an increase in the size of the company's authorized capital and an increase in the nominal value of the shares of the company's participants who made additional contributions, and, if necessary, also changes associated with a change in the size of the shares of the company's participants. At the same time, the nominal value of the share of each member of the company who has made an additional contribution shall increase in accordance with the ratio specified in the first paragraph of this clause.
Documents for the state registration of the changes in the constituent documents of the company provided for by this paragraph, as well as documents confirming the making of additional contributions by the participants of the company, must be submitted to the body carrying out state registration of legal entities within a month from the date of the decision to approve the results of making additional contributions by the participants of the company and on making appropriate changes to the constituent documents of the company. The specified changes in the constituent documents of the company become effective for the participants of the company and third parties from the date of their state registration by the body that carries out the state registration of legal entities.
In case of non-compliance with the deadlines provided for in paragraphs three and four of this paragraph, the increase in the authorized capital of the company is recognized as failed.
2. The general meeting of the company's participants may decide to increase its charter capital on the basis of an application by a company participant (applications of the company's participants) for making an additional contribution and (or), if this is not prohibited by the company's charter, an application by a third party (applications of third parties) for acceptance him to society and contributing. Such a decision is made by all members of the company unanimously.
The application of the participant of the company and the application of the third party must indicate the amount and composition of the contribution, the procedure and term for its payment, as well as the amount of the share that the participant of the company or a third party would like to have in the authorized capital of the company. The application may also specify other conditions for making contributions and joining the company.
Simultaneously with the decision to increase the authorized capital of the company, on the basis of the application of the participant of the company (applications of the participants in the company) for making an additional contribution, a decision should be made to make changes to the constituent documents of the company related to an increase in the size of the authorized capital of the company and an increase in the nominal value of the share of the participant in the company ( participants of the company) who submitted an application for making an additional contribution, and, if necessary, also changes related to a change in the size of the shares of the company's participants. At the same time, the nominal value of the share of each member of the company who submitted an application for making an additional contribution is increased by an amount equal to or less than the value of his additional contribution.
Simultaneously with the decision to increase the authorized capital of the company on the basis of the application of a third party (statements of third parties) on accepting him (them) into the company and making a contribution, a decision should be made to make changes to the constituent documents of the company related to the admission of a third party (third parties) to the company, determining the nominal value and size of its share (their shares), increasing the size of the authorized capital of the company and changing the size of the shares of the company's participants. The nominal value of the share acquired by each third person admitted to the company must be equal to or less than the value of his contribution.
Documents for the state registration of the changes in the constituent documents of the company provided for by this paragraph, as well as documents confirming the making of additional contributions by the participants of the company and contributions by third parties in full, must be submitted to the body carrying out the state registration of legal entities within a month from the date of making in full the amount of additional contributions by all participants of the company and contributions by third parties who submitted applications, but no later than six months from the date of adoption of the decisions of the general meeting of participants of the company provided for in this paragraph. These changes in the constituent documents become effective for the company's participants and third parties from the date of their state registration by the body that carries out the state registration of legal entities.
In case of non-compliance with the deadlines provided for in paragraph five of this paragraph, the increase in the authorized capital of the company is recognized as failed.
3. If the increase in the authorized capital of the company did not take place, the company is obliged within a reasonable time to return to the participants in the company and third parties who made contributions in money, their contributions, and in case of non-return of contributions within the specified period, also pay interest in the manner and within the time limits provided for in Article 395 Civil Code of the Russian Federation.
The participants of the company and third parties who have made non-monetary contributions, the company is obliged to return their contributions within a reasonable time, and in case of non-return of the contributions within the specified period, also compensate for the lost profit due to the inability to use the property contributed as a contribution.
Article 20
1. The company has the right, and in the cases provided for by this Federal Law, is obliged to reduce its authorized capital.
The reduction of the authorized capital of the company may be carried out by reducing the nominal value of the shares of all participants in the company in the authorized capital of the company and (or) the redemption of shares owned by the company.
The company is not entitled to reduce its authorized capital if, as a result of such a decrease, its size becomes less than the minimum amount of the authorized capital determined in accordance with this Federal Law as of the date of submission of documents for state registration of the relevant changes in the company's charter, and in cases where, in accordance with by this Federal Law, the company is obliged to reduce its authorized capital, as of the date of state registration of the company.
Reducing the authorized capital of the company by reducing the nominal value of the shares of all participants in the company must be carried out while maintaining the size of the shares of all participants in the company.
2. In case of incomplete payment of the charter capital of the company within a year from the moment of its state registration, the company must either announce the reduction of its charter capital to the amount actually paid and register its reduction in the prescribed manner, or make a decision on the liquidation of the company.
3. If, at the end of the second and each subsequent financial year, the value of the company's net assets turns out to be less than its charter capital, the company is obliged to announce a reduction in its charter capital to an amount not exceeding the value of its net assets, and register such a decrease in the prescribed manner.
If, at the end of the second and each subsequent financial year, the value of the company's net assets turns out to be less than the minimum authorized capital established by this Federal Law as of the date of state registration of the company, the company is subject to liquidation.
The value of the company's net assets is determined in accordance with the procedure established by the federal law and regulations issued in accordance with it.
4. Within thirty days from the date of the decision to reduce its charter capital, the company is obliged to notify in writing about the reduction in the charter capital of the company and its new size to all creditors of the company known to it, as well as to publish in the press, which publishes data on state registration of legal persons, a message about the decision. At the same time, the creditors of the company have the right, within thirty days from the date of sending the notification to them or within thirty days from the date of publication of the notice of the decision taken, in writing to demand early termination or performance of the relevant obligations of the company and compensation for their losses.
State registration of a reduction in the authorized capital of a company is carried out only upon presentation of evidence of notification of creditors in the manner prescribed by this paragraph.
5. If, in the cases provided for by this article, the company does not make a decision within a reasonable time to reduce its charter capital or to liquidate itself, creditors shall have the right to demand from the company early termination or performance of the obligations of the company and compensation for their losses. The body that carries out the state registration of legal entities, or other state bodies or local governments, to which the right to present such a claim has been granted by federal law, in these cases has the right to file a claim to the court for the liquidation of the company.
Article 21
1. A participant in a company has the right to sell or otherwise assign his share in the authorized capital of the company or part of it to one or more participants in this company. The consent of the company or other members of the company to make such a transaction is not required, unless otherwise provided by the charter of the company.
2. Sale or assignment in any other way by a participant of the company of his share (part of the share) to third parties is allowed, unless this is prohibited by the charter of the company.
3. The share of a participant in the company may be alienated before its full payment only in the part in which it has already been paid.
4. Members of the company shall enjoy the pre-emptive right to purchase a share (part of a share) of a member of the company at the offer price to a third party in proportion to the size of their shares, unless the company's charter or agreement of the company's participants provides for a different procedure for exercising this right. The company's charter may provide for the company's pre-emptive right to acquire a share (part of a share) sold by its participant, if other participants in the company have not exercised their pre-emptive right to purchase a share (part of a share).
A member of the company who intends to sell his share (part of the share) to a third party is obliged to notify the other members of the company and the company itself in writing about this, indicating the price and other conditions for its sale. The charter of the company may provide that notices to the participants of the company shall be sent through the company. If the participants of the company and (or) the company do not use the pre-emptive right to purchase the entire share (the entire part of the share) offered for sale, within a month from the date of such notification, unless another period is provided for by the company's charter or agreement of the company's participants, the share ( part of the share) can be sold to a third party at a price and on terms communicated to the company and its participants.
Provisions establishing the procedure for exercising the pre-emptive right to purchase a share (part of a share) disproportionately to the size of the shares of the company's participants may be provided for by the company's charter upon its establishment, introduced, amended and excluded from the company's charter by decision of the general meeting of the company's participants, adopted by all the company's participants unanimously.
When selling a share (part of a share) in violation of the preemptive right to purchase, any member of the company and (or) the company, if the company's charter provides for the company's preemptive right to acquire a share (part of the share), has the right, within three months from the moment when the participant in the company or the company learned or should have learned about such a violation, demanded in court the transfer of the rights and obligations of the buyer to them.
Assignment of the said priority right is not allowed.
5. The charter of the company may provide for the need to obtain the consent of the company or other participants in the company for the assignment of a share (part of a share) of a company participant to third parties otherwise than by sale.
6. Assignment of a share (part of a share) in the authorized capital of a company must be made in a simple written form, unless the requirement to make it in a notarial form is provided for by the charter of the company. Failure to comply with the form of the transaction for the assignment of a share (part of a share) in the authorized capital of the company, established by this paragraph or the charter of the company, entails its invalidity.
The company must be notified in writing of the assignment of a share (part of a share) in the authorized capital of the company with the presentation of evidence of such an assignment. The acquirer of a share (part of a share) in the authorized capital of the company shall exercise the rights and bear the obligations of a member of the company from the moment the company is notified of the said assignment.
The acquirer of a share (part of a share) in the authorized capital of the company shall be transferred all the rights and obligations of a member of the company that arose before the assignment of the said share (part of the share), with the exception of the rights and obligations provided for, respectively, in paragraph two of paragraph 2 of Article 8 and paragraph two of paragraph 2 of Article 9 of this federal law. A participant in a company who has transferred his share (part of a share) in the authorized capital of the company shall be liable to the company for making a contribution to the property that arose before the assignment of the specified share (part of the share), jointly with its acquirer.
7. Shares in the authorized capital of the company are transferred to the heirs of citizens and to the legal successors of legal entities that were participants in the company.
In case of liquidation of a legal entity that is a participant in a company, its share remaining after the completion of settlements with its creditors shall be distributed among the participants of the legal entity being liquidated, unless otherwise provided by federal laws, other legal acts or constituent documents of the legal entity being liquidated.
The charter of the company may provide that the transfer and distribution of the share, established by the first and second paragraphs of this paragraph, are allowed only with the consent of the other participants in the company.
Until the heir of the deceased participant in the company accepts the inheritance, the rights of the deceased participant in the company are exercised, and his duties are performed by the person indicated in the will, and in the absence of such a person, by the manager appointed by the notary.
8. If the charter of the company provides for the need to obtain the consent of the company's participants to the assignment of a share (part of the share) in the authorized capital of the company to the company's participants or third parties, to its transfer to heirs or assigns, or to the distribution of a share between the participants of a liquidated legal entity, such consent is considered received if, within thirty days from the moment of applying to the company's participants or within another period specified by the company's charter, a written consent of all the company's participants is received or a written refusal of consent is received from none of the company's participants.
If the company's charter provides for the need to obtain the company's consent to the assignment of a share (part of a share) in the company's authorized capital to the company's participants or third parties, such consent is considered received if, within thirty days from the date of applying to the company or within another period specified by the company's charter period, the written consent of the company has been received or the company has not received a written refusal to consent.
9. When selling a share (part of a share) in the charter capital of a company at public auction in cases provided for by this Federal Law or other federal laws, the acquirer of the said share (part of a share) becomes a member of the company, regardless of the consent of the company or its participants.
Article 22
A member of the company has the right to pledge his share (part of the share) in the authorized capital of the company to another member of the company or, if this is not prohibited by the charter of the company, to a third party with the consent of the company by decision of the general meeting of members of the company, adopted by a majority of votes of all members of the company, if a larger number votes for making such a decision is not provided for by the charter of the company. The votes of a company participant who intends to pledge his share (part of a share) are not taken into account when determining the voting results.
Article 23
1. The company is not entitled to acquire shares (parts of shares) in its authorized capital, except for the cases provided for by this Federal Law.
2. If the charter of the company prohibits the assignment of a share (part of a share) of a company participant to third parties, and other participants in the company refuse to acquire it, as well as in case of refusal to consent to the assignment of a share (part of a share) to a company participant or a third party, if the need to obtain such consent is provided for by the charter of the company, the company is obliged to acquire, at the request of a participant in the company, the share (part of the share) belonging to him. At the same time, the company is obliged to pay to the company's member the actual value of this share (part of the share), which is determined on the basis of the company's financial statements for the last reporting period preceding the date of the company's member's application with such a demand, or, with the consent of the company's member, to issue to him in kind the property of the same cost.
3. The share of a company member who, upon founding the company, did not make a full contribution to the charter capital of the company on time, as well as the share of a company member who did not provide monetary or other compensation provided for in paragraph 3 of Article 15 of this Federal Law on time, shall be transferred to society. At the same time, the company is obliged to pay to the participant of the company the actual value of the part of his share proportional to the part of the contribution made by him (the period during which the property was in the use of the company), or, with the consent of the participant of the company, to give him property in kind of the same value.
The actual value of a part of the share is determined on the basis of the company's financial statements for the last reporting period preceding the day of the expiration of the term for making a contribution or providing compensation.
The charter of the company may provide that a part of the share proportional to the unpaid part of the contribution or the amount (value) of compensation is transferred to the company.
4. The share of a participant in a company expelled from the company shall be transferred to the company. At the same time, the company is obliged to pay to the excluded member of the company the actual value of his share, which is determined according to the financial statements of the company for the last reporting period preceding the date of entry into force of the court decision on exclusion, or, with the consent of the excluded member of the company, to give him property of the same value in kind .
5. If the participants in the company refuse to agree to the transfer or distribution of a share in the cases provided for by Clause 7 of Article 21 of this Federal Law, if such consent is necessary in accordance with the charter of the company, the share is transferred to the company. At the same time, the company is obliged to pay the heirs of the deceased member of the company, the legal successors of the reorganized legal entity - the member of the company or the participants of the liquidated legal entity - the member of the company, the actual value of the share, determined on the basis of the company's financial statements for the last reporting period preceding the day of death, reorganization or liquidation, or with their consent, give them in kind property of the same value.
6. If the company pays, in accordance with Article 25 of this Federal Law, the actual value of the share (part of the share) of a member of the company, at the request of its creditors, the part of the share, the actual value of which was not paid by other participants in the company, shall be transferred to the company, and the rest of the share shall be distributed among by the members of the company in proportion to the fees paid by them.
7. A share (part of a share) shall be transferred to the company from the moment a company participant submits a demand for its acquisition by the company, or the expiration of the period for making a contribution or providing compensation, or the entry into force of a court decision to expel a participant from the company, or receiving a refusal from any participant in the company in consent to the transfer of a share to the heirs of citizens (legal successors of legal entities) who were members of the company, or to distribute it among the participants of a liquidated legal entity - a member of the company, or payment by the company of the actual value of the share (part of the share) of a company member at the request of its creditors.
8. The company is obliged to pay the actual value of the share (part of the share) or to give in kind property of the same value within one year from the date of transfer of the share (part of the share) to the company, unless a shorter period is provided for by the charter of the company.
The actual value of the share (part of the share) is paid out of the difference between the value of the company's net assets and the amount of its authorized capital. If such a difference is not enough, the company is obliged to reduce its authorized capital by the missing amount.
Article 24
The shares owned by the company are not taken into account when determining the results of voting at the general meeting of the company's participants, as well as when distributing the company's profits and property in the event of its liquidation.
The share owned by the company, within one year from the date of its transfer to the company, must be, by decision of the general meeting of participants in the company, distributed among all participants in the company in proportion to their shares in the authorized capital of the company or sold to all or some of the participants in the company and (or), if this is not prohibited by the charter of the company, to third parties and fully paid. The undistributed or unsold part of the share must be redeemed with a corresponding reduction in the authorized capital of the company. The sale of a share to the participants of the company, as a result of which the size of the shares of its participants is changed, the sale of the share to third parties, as well as the introduction of changes related to the sale of the share in the constituent documents of the company, is carried out by a decision of the general meeting of the participants of the company, adopted by all the participants of the company unanimously.
Documents for the state registration of the changes in the constituent documents of the company provided for by this article, and in the case of the sale of a share, also documents confirming the payment of the share sold by the company, must be submitted to the body carrying out state registration of legal entities within one month from the date of the decision to approve the results of payment shares by the participants of the company and on making appropriate changes to the constituent documents of the company. The specified changes in the constituent documents of the company become effective for the participants of the company and third parties from the date of their state registration by the body that carries out the state registration of legal entities.
Article 25
1. At the request of creditors, foreclosure on the share (part of the share) of a company participant in the authorized capital of the company for the debts of the company participant is allowed only on the basis of a court decision if other property of the company participant is insufficient to cover the debts of the company participant.
2. In the event of foreclosure on the share (part of the share) of a company participant in the authorized capital of the company for the debts of the company participant, the company has the right to pay creditors the actual value of the share (part of the share) of the company participant.
By decision of the general meeting of participants in the company, adopted by all participants in the company unanimously, the actual value of the share (part of the share) of the participant in the company whose property is foreclosed may be paid to creditors by the remaining participants in the company in proportion to their shares in the authorized capital of the company, if there is a different procedure for determining the amount of payment is not provided for by the charter of the company or by the decision of the general meeting of participants in the company.
The actual value of the share (part of the share) of a company member in the authorized capital of the company is determined on the basis of the data of the company's accounting statements for the last reporting period preceding the date of filing a claim against the company to levy execution on the share (part of the share) of the company's member for its debts.
3. In the event that within three months from the date of presentation of a claim by creditors, the company or its participants do not pay the actual value of the entire share (the entire part of the share) of the company’s participant against which the execution is levied, the levy of execution on the share (part of the share) of the company’s participant is carried out by its sale at public auction.
Article 26
1. A participant in a company has the right to withdraw from the company at any time, regardless of the consent of its other participants or the company.
2. In the event that a participant in a company withdraws from the company, his share shall be transferred to the company from the moment of filing an application for withdrawal from the company. At the same time, the company is obliged to pay to the company participant who submitted the application for withdrawal from the company, the actual value of his share, determined on the basis of the financial statements of the company for the year during which the application for withdrawal from the company was submitted, or, with the consent of the company participant, give him in kind property of the same value, and in case of incomplete payment of his contribution to the authorized capital of the company, the actual value of a part of his share proportional to the paid part of the contribution.
3. The company is obliged to pay to the participant of the company who filed an application for withdrawal from the company the actual value of his share or to give him property of the same value in kind within six months from the end of the financial year during which the application for withdrawal from the company was submitted, if less period is not provided for by the charter of the company.
The actual value of the share of a member of the company is paid out of the difference between the value of the net assets of the company and the size of the authorized capital of the company. If such a difference is not enough to pay the participant of the company who has submitted an application for withdrawal from the company the actual value of his share, the company is obliged to reduce its authorized capital by the missing amount.
4. Withdrawal of a participant of the company from the company does not release him from the obligation to the company to make a contribution to the property of the company that arose before filing an application for withdrawal from the company.
Article 27
1. The participants of the company are obliged, if it is provided for by the charter of the company, by decision of the general meeting of the participants of the company, to make contributions to the property of the company. Such an obligation of the company's participants may be provided for by the company's charter when the company is founded or by introducing amendments to the company's charter by decision of the general meeting of the company's participants, adopted by all the company's participants unanimously.
The decision of the general meeting of participants in the company on making contributions to the property of the company may be taken by a majority of at least two thirds of the votes of the total number of votes of the participants in the company, unless the need for a larger number of votes for making such a decision is provided for by the charter of the company.
2. Contributions to the property of the company are made by all participants in the company in proportion to their shares in the charter capital of the company, unless another procedure for determining the amount of contributions to the property of the company is provided by the charter of the company.
The company's charter may provide for the maximum value of contributions to the company's property made by all or certain participants in the company, and other restrictions related to making contributions to the company's property may also be provided.
Restrictions related to making contributions to the property of the company, established for a certain member of the company, in the event of the alienation of his share (part of the share) in relation to the acquirer of the share (part of the share), do not apply.
The provisions establishing the procedure for determining the amount of contributions to the company's property disproportionately to the size of the shares of the company's participants, as well as the provisions establishing restrictions related to making contributions to the company's property, may be provided for by the company's charter upon its establishment or included in the company's charter by decision of the general meeting of the company's participants adopted by all members of the company unanimously.
Change and exclusion of the provisions of the company's charter that establish the procedure for determining the amount of contributions to the company's property disproportionately to the size of the shares of the company's participants, as well as restrictions related to making contributions to the company's property, established for all participants in the company, are carried out by decision of the general meeting of the company's participants, adopted by all participants society unanimously. Amendment and exclusion of the provisions of the company's charter that establish the specified restrictions for a certain member of the company are carried out by decision of the general meeting of members of the company, adopted by a majority of at least two-thirds of the total number of votes of the members of the company, provided that the member of the company for whom such restrictions are established, voted for the adoption of such a decision or gave written consent.
3. Contributions to the company's property shall be made in money, unless otherwise provided by the charter of the company or by a decision of the general meeting of the company's participants.
4. Contributions to the company's property do not change the size and nominal value of the shares of the company's participants in the company's charter capital.
Article 28
1. The company has the right to make a decision on the distribution of its net profit among the participants of the company quarterly, once every six months or once a year. The decision to determine the part of the company's profit to be distributed among the company's participants is made by the general meeting of the company's participants.
2. Part of the company's profit intended for distribution among its participants is distributed in proportion to their shares in the authorized capital of the company.
The charter of the company upon its establishment or by amending the charter of the company by decision of the general meeting of participants in the company, adopted by all participants in the company unanimously, may establish a different procedure for distributing profits among the participants in the company. Change and exclusion of the provisions of the charter of the company, establishing such a procedure, are carried out by the decision of the general meeting of participants in the company, adopted by all participants of the company unanimously.
Article 29 Restrictions on the payment of company profits to company participants
1. The company is not entitled to make a decision on the distribution of its profits among the participants of the company:
- until full payment of the entire authorized capital of the company;
- before payment of the actual value of the share (part of the share) of a company participant in the cases provided for by this Federal Law;
- if at the time of making such a decision the company meets the signs of insolvency (bankruptcy) in accordance with the federal law on insolvency (bankruptcy) or if the indicated signs appear in the company as a result of such a decision;
- if at the time of such a decision, the value of the company's net assets is less than its authorized capital and reserve fund or becomes less than their size as a result of such a decision;
2. The company is not entitled to pay the participants of the company the profit, the decision on the distribution of which among the participants of the company was made:
- if at the time of payment the company meets the signs of insolvency (bankruptcy) in accordance with the federal law on insolvency (bankruptcy) or if the indicated signs appear in the company as a result of payment;
- if at the time of payment the value of the net assets of the company is less than its authorized capital and reserve fund or becomes less than their size as a result of payment;
- in other cases stipulated by federal laws.
Upon termination of the circumstances specified in this paragraph, the company is obliged to pay the participants of the company the profit, the decision on the distribution of which among the participants of the company has been made.
Article 30. Reserve fund and other funds of the company
The company may create a reserve fund and other funds in the manner and in the amount provided for by the charter of the company.
Article 31. Placement of bonds by a company
1. The company has the right to place bonds and other issue-grade securities in the manner prescribed by the legislation on securities.
2. Issue of bonds by a company is allowed after full payment of its authorized capital. The bond must have a par value. The nominal value of all bonds issued by the company must not exceed the amount of the company's charter capital and (or) the amount of security provided to the company for these purposes by third parties. In the absence of collateral provided by third parties, the issue of bonds is allowed not earlier than the third year of the company's existence and subject to the proper approval of the annual financial statements for two completed financial years. These restrictions do not apply to mortgage-backed bond issues and in other cases established by federal securities laws.
Chapter IV. MANAGEMENT IN SOCIETY
Article 32
1. The supreme body of the company is the general meeting of participants in the company. The general meeting of the company's participants may be ordinary or extraordinary.
All members of the company have the right to be present at the general meeting of members of the company, take part in the discussion of agenda items and vote when making decisions. The provisions of the constituent documents of the company or the decisions of the company's bodies that restrict the specified rights of the company's participants are void.
Each member of the company has a number of votes at the general meeting of members of the company, proportional to his share in the charter capital of the company, except for the cases provided for by this Federal Law.
The charter of the company upon its establishment or by amending the charter of the company by decision of the general meeting of participants in the company, adopted by all participants in the company unanimously, may establish a different procedure for determining the number of votes of the participants in the company. Change and exclusion of the provisions of the charter of the company, establishing such a procedure, are carried out by the decision of the general meeting of participants in the company, adopted by all participants of the company unanimously.
2. The company's charter may provide for the formation of a board of directors (supervisory board) of the company.
The competence of the board of directors (supervisory board) of the company is determined by the charter of the company in accordance with this Federal Law.
The charter of the company may provide that the competence of the board of directors (supervisory board) of the company includes the formation of the executive bodies of the company, the early termination of their powers, the resolution of issues on the conclusion of major transactions in the cases provided for in Article 46 of this Federal Law, the resolution of issues on the conclusion of transactions, in in which there is an interest, in the cases provided for by Article 45 of this Federal Law, the resolution of issues related to the preparation, convening and holding of a general meeting of participants in the company, as well as the resolution of other issues provided for by this Federal Law. If the resolution of issues related to the preparation, convening and holding of a general meeting of the company's participants is referred by the company's charter to the competence of the board of directors (supervisory board) of the company, the executive body of the company acquires the right to demand an extraordinary general meeting of the company's participants.
The procedure for the formation and operation of the board of directors (supervisory board) of the company, as well as the procedure for terminating the powers of members of the board of directors (supervisory board) of the company and the competence of the chairman of the board of directors (supervisory board) of the company are determined by the charter of the company.
Members of the collegial executive body of the company may not constitute more than one-fourth of the composition of the board of directors (supervisory board) of the company. A person exercising the functions of the sole executive body of the company cannot be simultaneously the chairman of the board of directors (supervisory board) of the company.
By decision of the general meeting of participants in the company, members of the board of directors (supervisory board) of the company during the period they perform their duties may be paid remuneration and (or) reimbursed for expenses related to the performance of these duties. The amounts of said remunerations and compensations are established by the decision of the general meeting of the company's participants.
3. Members of the board of directors (supervisory board) of the company, the person exercising the functions of the sole executive body of the company, and members of the collegial executive body of the company who are not members of the company may participate in the general meeting of members of the company with the right of an advisory vote.
4. Management of the current activities of the company is carried out by the sole executive body of the company or the sole executive body of the company and the collegial executive body of the company. The executive bodies of the company are accountable to the general meeting of participants in the company and the board of directors (supervisory board) of the company.
5. Transfer of voting rights by a member of the board of directors (supervisory board) of the company, a member of the collegial executive body of the company to other persons, including other members of the board of directors (supervisory board) of the company, other members of the collegial executive body of the company, is not allowed.
6. The charter of the company may provide for the formation of an audit commission (election of an auditor) of the company. In companies with more than fifteen participants, the formation of an audit commission (election of an auditor) of the company is mandatory. A member of the audit commission (auditor) of the company may also be a person who is not a member of the company.
The functions of the audit commission (auditor) of the company, if it is provided for by the charter of the company, may be performed by an auditor approved by the general meeting of participants in the company who is not connected by property interests with the company, members of the board of directors (supervisory board) of the company, with the person exercising the functions of the sole executive body of the company, members collegial executive body of the company and members of the company.
Members of the audit commission (auditor) of the company cannot be members of the board of directors (supervisory board) of the company, a person exercising the functions of the sole executive body of the company, and members of the collegial executive body of the company.
Article 33
1. The competence of the general meeting of participants in the company is determined by the charter of the company in accordance with this Federal Law.
2. The exclusive competence of the general meeting of participants in the company includes:
1) determining the main directions of the company's activities, as well as making a decision on participation in associations and other associations of commercial organizations;
2) changing the charter of the company, including changing the amount of the authorized capital of the company;
3) amendments to the memorandum of association;
4) formation of the executive bodies of the company and early termination of their powers, as well as the adoption of a decision on the transfer of powers of the sole executive body of the company to a commercial organization or an individual entrepreneur (hereinafter referred to as the manager), approval of such a manager and the terms of the contract with him;
5) election and early termination of the powers of the audit commission (auditor) of the company;
6) approval of annual reports and annual balance sheets;
7) making a decision on the distribution of the net profit of the company among the participants in the company;
8) approval (adoption) of documents regulating the internal activities of the company (internal documents of the company);
9) making a decision on the placement of bonds and other issue-grade securities by the company;
10) appointment of an audit, approval of the auditor and determination of the amount of payment for his services;
11) making a decision on the reorganization or liquidation of the company;
12) appointment of a liquidation commission and approval of liquidation balance sheets;
13) resolution of other issues provided for by this Federal Law.
Issues referred to the exclusive competence of the general meeting of participants in the company cannot be transferred to them for decision by the board of directors (supervisory board) of the company, except as provided by this Federal Law, as well as for the decision of the executive bodies of the company.
Article 34
The next general meeting of the company's participants is held within the time limits specified by the company's charter, but at least once a year. The next general meeting of the company's participants is convened by the company's executive body.
The charter of the company must determine the date for holding the next general meeting of the company's participants, at which the annual results of the company's activities are approved.
The specified general meeting of the company's participants must be held no earlier than two months and no later than four months after the end of the financial year.
Article 35
1. An extraordinary general meeting of the company's participants is held in cases specified by the company's charter, as well as in any other cases if such a general meeting is required by the interests of the company and its participants.
2. An extraordinary general meeting of the company's participants is convened by the company's executive body on its initiative, at the request of the board of directors (supervisory board) of the company, the audit commission (auditor) of the company, the auditor, as well as the company's participants who in aggregate have at least one tenth of the total votes of the members of the society.
The executive body of the company is obliged, within five days from the date of receipt of the request to hold an extraordinary general meeting of the company's participants, to consider this request and make a decision to hold an extraordinary general meeting of the company's participants or to refuse to hold it. The decision to refuse to hold an extraordinary general meeting of the company's participants may be taken by the company's executive body only if:
- if the procedure established by this Federal Law for submitting a request to hold an extraordinary general meeting of participants in the company is not observed;
- if none of the issues proposed for inclusion in the agenda of the extraordinary general meeting of participants in the company does not fall within its competence or does not comply with the requirements of federal laws.
If one or more issues proposed for inclusion in the agenda of an extraordinary general meeting of participants in the company do not fall within the competence of the general meeting of participants in the company or do not comply with the requirements of federal laws, these issues are not included in the agenda.
The executive body of the company is not entitled to make changes to the wording of issues proposed for inclusion in the agenda of the extraordinary general meeting of the company's participants, as well as change the proposed form for holding the extraordinary general meeting of the company's participants.
Along with the issues proposed for inclusion in the agenda of the extraordinary general meeting of the company's participants, the executive body of the company, on its own initiative, has the right to include additional issues on it.
3. If a decision is made to hold an extraordinary general meeting of the company's participants, the said general meeting must be held no later than forty-five days from the date of receipt of the request to hold it.
4. If, within the period established by this Federal Law, no decision has been made to hold an extraordinary general meeting of the company's participants or a decision has been made to refuse to hold it, the extraordinary general meeting of the company's participants may be convened by the bodies or persons requiring it to be held.
IN this case the executive body of the company is obliged to provide the said bodies or persons with a list of the company's participants with their addresses.
The costs of preparing, convening and holding such a general meeting may be reimbursed by decision of the general meeting of the company's participants at the expense of the company's funds.
Article 36
1. The body or persons convening a general meeting of the company's participants are obliged not later than thirty days before its holding to notify each participant of the company about it by registered mail at the address indicated in the list of the company's participants, or in another way provided for by the charter of the company.
2. The notice must indicate the time and place of the general meeting of the company's participants, as well as the proposed agenda.
Any member of the company has the right to make proposals for the inclusion of additional issues in the agenda of the general meeting of members of the company no later than fifteen days before it is held. Additional issues, with the exception of issues that do not fall within the competence of the general meeting of participants in the company or do not comply with the requirements of federal laws, are included in the agenda of the general meeting of participants in the company.
The body or persons convening the general meeting of the company's participants are not entitled to make changes to the wording of additional issues proposed for inclusion in the agenda of the general meeting of the company's participants.
If, at the suggestion of the company's participants, changes are made to the initial agenda of the general meeting of the company's participants, the body or persons convening the general meeting of the company's participants are obliged to notify all the company's participants of the changes made to the agenda no later than ten days before it is held. referred to in paragraph 1 of this article.
3. The information and materials to be provided to the company's participants when preparing the general meeting of the company's participants include the company's annual report, the conclusions of the audit commission (auditor) of the company and the auditor based on the results of the audit of the company's annual reports and annual balance sheets, information about the candidate (candidates) in executive bodies of the company, the board of directors (supervisory board) of the company and the audit commission (auditors) of the company, draft amendments and additions to the constituent documents of the company, or draft constituent documents of the company in a new edition, draft internal documents of the company, as well as other information (materials ) provided for by the charter of the company.
Unless a different procedure for familiarizing the company's participants with information and materials is provided for by the charter of the company, the body or persons convening the general meeting of the company's participants are obliged to send them information and materials along with a notice of the general meeting of the company's participants, and in the event of a change in the agenda, the relevant information and materials are sent along with notification of such change.
The specified information and materials within thirty days before the general meeting of the company's participants must be provided to all the company's participants for review in the premises of the company's executive body. The company is obliged, at the request of a member of the company, to provide him with copies of these documents. The fee charged by the company for the provision of these copies may not exceed the cost of their production.
4. The charter of the company may provide for shorter periods than those specified in this article.
5. In case of violation of the procedure established by this article for convening a general meeting of the company's participants, such a general meeting shall be recognized as competent if all the company's participants participate in it.
Article 37
1. The general meeting of participants in the company is held in accordance with the procedure established by this Federal Law, the charter of the company and its internal documents. To the extent not regulated by this Federal Law, the charter of the company and internal documents of the company, the procedure for holding a general meeting of participants in the company is established by a decision of the general meeting of participants in the company.
2. Before the opening of the general meeting of participants in the company, the registration of the arrived participants in the company is carried out.
Members of the company have the right to participate in the general meeting in person or through their representatives. Representatives of the participants in the company must present documents confirming their proper authority. A power of attorney issued to a representative of a member of the company must contain information about the person represented and the representative (name or title, place of residence or location, passport data), be drawn up in accordance with the requirements of paragraphs 4 and 5 of Article 185 of the Civil Code of the Russian Federation or certified by a notary.
An unregistered member of the company (representative of a member of the company) is not entitled to take part in voting.
3. The general meeting of the company's participants opens at the time specified in the notice of the general meeting of the company's participants or, if all the company's participants are already registered, earlier.
4. The general meeting of participants in the company is opened by the person exercising the functions of the sole executive body of the company, or by the person heading the collective executive body of the company. The general meeting of participants of the company, convened by the board of directors (supervisory board) of the company, the audit commission (auditor) of the company, the auditor or members of the company, is opened by the chairman of the board of directors (supervisory board) of the company, the chairman of the audit commission (auditor) of the company, the auditor or one of the participants in the company who convened this general meeting.
5. The person opening the general meeting of the company's participants elects the chairman from among the company's participants. Unless otherwise provided by the company's charter, when voting on the issue of electing the chairman, each participant in the general meeting of the company's participants has one vote, and the decision on the specified issue is taken by a majority vote of the total number of votes of the company's participants entitled to vote at this general meeting.
6. The executive body of the company organizes the keeping of the minutes of the general meeting of the company's participants.
The minutes of all general meetings of the company's participants are filed in the protocol book, which must at any time be provided to any member of the company for review. At the request of the company's participants, they are issued extracts from the protocol book certified by the company's executive body.
7. The general meeting of the company's participants has the right to make decisions only on the agenda items communicated to the company's participants in accordance with paragraphs 1 and 2 of Article 36 of this Federal Law, except for cases where all the company's participants participate in this general meeting.
8. Decisions on the issues specified in subparagraph 2 of paragraph 2 of Article 33 of this Federal Law, as well as on other issues determined by the charter of the company, are taken by a majority of at least two-thirds of the votes of the total number of votes of the company's participants, if a larger number of votes is required for adoption of such decision is not provided for by this Federal Law or the charter of the company.
Decisions on the issues specified in subparagraphs 3 and 11 of paragraph 2 of Article 33 of this Federal Law shall be taken by all participants of the company unanimously.
The remaining decisions are made by a majority vote of the total number of votes of the company's participants, unless the need for a larger number of votes to make such decisions is provided for by this Federal Law or the company's charter.
9. The charter of the company may provide for cumulative voting on the election of members of the board of directors (supervisory board) of the company, members of the collegial executive body of the company and (or) members of the audit commission of the company.
In case of cumulative voting, the number of votes belonging to each member of the company is multiplied by the number of persons to be elected to the body of the company, and the member of the company has the right to give the number of votes thus obtained in full for one candidate or distribute them among two or more candidates. The candidates who receive the largest number of votes are considered elected.
10. Decisions of the general meeting of participants in the company are made by open vote, unless a different decision-making procedure is provided for by the charter of the company.
Article 38
1. The decision of the general meeting of the company's participants can be taken without holding a meeting (joint presence of the company's participants to discuss agenda items and make decisions on issues put to vote) by absentee voting (by poll). Such voting may be carried out by exchanging documents by means of postal, telegraphic, teletype, telephone, electronic or other communication, which ensures the authenticity of transmitted and received messages and their documentary confirmation.
The decision of the general meeting of participants in the company on the issues specified in subparagraph 6 of paragraph 2 of Article 33 of this Federal Law cannot be taken by absentee voting (by poll).
2. When a decision is made by the general meeting of the company's participants by absentee voting (by poll), paragraphs 2, 3, 4, 5 and 7 of Article 37 of this Federal Law, as well as the provisions of paragraphs 1, 2 and 3 of Article 36 of this Federal Law in part of their deadlines.
3. The procedure for conducting absentee voting is determined by the internal document of the company, which should provide for the obligation to inform all participants of the company of the proposed agenda, the opportunity to familiarize all participants of the company with all the necessary information and materials before the start of voting, the opportunity to make proposals for the inclusion of additional issues in the agenda, the obligation notification to all members of the company prior to the start of voting of the amended agenda, as well as the deadline for the end of the voting procedure.
Article 39
In a company consisting of one participant, decisions on issues related to the competence of the general meeting of participants in the company are taken by the sole participant of the company individually and are drawn up in writing. In this case, the provisions of Articles 34, 35, 36, 37, 38 and 43 of this Federal Law shall not apply, except for the provisions relating to the timing of the annual general meeting of the company's participants.
Article 40
1. The sole executive body of the company (general director, president and others) is elected by the general meeting of participants in the company for a period determined by the charter of the company. The sole executive body of the company may also be elected not from among its participants.
An agreement between the company and the person exercising the functions of the sole executive body of the company is signed on behalf of the company by the person who chaired the general meeting of the company's participants at which the person exercising the functions of the sole executive body of the company was elected, or by the company's participant authorized by the decision of the general meeting of the company's participants.
2. Only individual, except for the case provided for by Article 42 of this Federal Law.
3. Sole executive body of the company:
1) acts on behalf of the company without a power of attorney, including representing its interests and making transactions;
2) issues powers of attorney for the right of representation on behalf of the company, including powers of attorney with the right of substitution;
3) issues orders on the appointment of employees of the company, on their transfer and dismissal, applies incentive measures and imposes disciplinary sanctions;
4) exercises other powers that are not referred by this Federal Law or the charter of the company to the competence of the general meeting of participants in the company, the board of directors (supervisory board) of the company and the collegial executive body of the company.
4. The procedure for the activities of the sole executive body of the company and the adoption of decisions by it is established by the charter of the company, internal documents of the company, as well as an agreement concluded between the company and the person exercising the functions of its sole executive body.
Article 41
1. If the charter of the company provides for the formation, along with the sole executive body of the company, of a collegial executive body of the company (management board, directorate and others), such body is elected by the general meeting of participants in the company in the number and for the period determined by the charter of the company.
A member of the collegial executive body of the company can only be an individual who may not be a member of the company.
The collegial executive body of the company exercises the powers assigned by the charter of the company to its competence.
The functions of the chairman of the collegial executive body of the company are performed by the person exercising the functions of the sole executive body of the company, unless the powers of the sole executive body of the company are transferred to the manager.
2. The procedure for the activities of the collegial executive body of the company and the adoption of decisions by it is established by the charter of the company and internal documents of the company.
Article 42. Transfer of powers of the sole executive body of the company to the manager
The company has the right to transfer under the contract the powers of its sole executive body to the manager, if such a possibility is directly provided for by the charter of the company.
The agreement with the manager is signed on behalf of the company by the person who chaired the general meeting of the company's participants, who approved the terms of the agreement with the manager, or by the company's participant authorized by the decision of the general meeting of the company's participants.
Article 43
1. A decision of a general meeting of company participants adopted in violation of the requirements of this Federal Law, other legal acts of the Russian Federation, the charter of the company and violating the rights and legitimate interests of a company participant may be declared invalid by a court upon application of a company participant who did not take part in voting or voted against the contested decision. Such an application may be filed within two months from the day when the member of the company learned or should have known about the decision. If a member of the company took part in the general meeting of members of the company that adopted the appealed decision, the said application may be filed within two months from the date of such decision.
2. The court shall have the right, taking into account all the circumstances of the case, to uphold the contested decision if the vote of the company member who filed the application could not affect the voting results, the committed violations are not significant and the decision did not cause losses to this company member.
3. The decision of the board of directors (supervisory board) of the company, the sole executive body of the company, the collegial executive body of the company or the manager, adopted in violation of the requirements of this Federal Law, other legal acts of the Russian Federation, the charter of the company and violating the rights and legitimate interests of a member of the company, may be recognized by the court as invalid at the request of this member of the company.
Article 44
1. Members of the board of directors (supervisory board) of the company, the sole executive body of the company, members of the collegial executive body of the company, as well as the manager, when exercising their rights and fulfilling their duties, must act in the interests of the company in good faith and reasonably.
2. Members of the board of directors (supervisory board) of the company, the sole executive body of the company, members of the collegial executive body of the company, as well as the manager, shall be liable to the company for losses caused to the company by their guilty actions (inaction), unless other grounds and amount of liability are established by federal laws. At the same time, members of the board of directors (supervisory board) of the company, members of the collegial executive body of the company who voted against the decision that caused losses to the company, or who did not take part in the voting, are not liable.
3. When determining the grounds and amount of liability of members of the board of directors (supervisory board) of the company, the sole executive body of the company, members of the collegial executive body of the company, as well as the manager, the usual conditions of business turnover and other circumstances relevant to the case must be taken into account.
4. If, in accordance with the provisions of this Article, several persons are liable, their liability to the company shall be joint and several.
5. With a claim for compensation for losses caused to the company by a member of the board of directors (supervisory board) of the company, the sole executive body of the company, a member of the collegial executive body of the company or a manager, the company or its participant may apply to the court.
Article 45
1. Transactions in which there is an interest of a member of the board of directors (supervisory board) of the company, a person exercising the functions of the sole executive body of the company, a member of the collegial executive body of the company, or the interest of a member of the company having, together with its affiliates, twenty or more percent of the votes of the total number of votes of the company's participants cannot be made by the company without the consent of the general meeting of the company's participants.
These persons are recognized as interested in the transaction by the company in cases where they, their spouses, parents, children, brothers, sisters and (or) their affiliates:
- are a party to the transaction or act in the interests of third parties in their relations with the company;
- own (each individually or in aggregate) twenty or more percent of shares (shares, shares) of a legal entity that is a party to a transaction or acts in the interests of third parties in their relations with the company;
- hold positions in the management bodies of a legal entity that is a party to a transaction or acts in the interests of third parties in their relations with the company;
- in other cases determined by the charter of the company.
2. The persons specified in the first paragraph of paragraph 1 of this article must bring to the attention of the general meeting of participants in the company information:
- about legal entities in which they, their spouses, parents, children, brothers, sisters and (or) their affiliates own twenty or more percent of shares (shares, shares);
- about legal entities in which they, their spouses, parents, children, brothers, sisters and (or) their affiliates hold positions in management bodies;
- about the ongoing or proposed transactions known to them, in the commission of which they can be recognized as interested.
3. The decision to conclude a transaction by the company, in which there is an interest, is taken by the general meeting of the company's participants by a majority of votes from the total number of votes of the company's participants who are not interested in making it.
4. The conclusion of a transaction in which there is an interest does not require a decision of the general meeting of participants of the company, provided for in paragraph 3 of this article, in cases where the transaction is made in the course of ordinary economic activity between the company and the other party that took place before the moment from which the person interested in the transaction is recognized as such in accordance with paragraph 1 of this article (the decision is not required until the date of the next general meeting of the company's participants).
5. A transaction in which there is an interest and which was made in violation of the requirements provided for by this article may be declared invalid at the claim of the company or its participant.
6. This article does not apply to companies consisting of one participant who simultaneously performs the functions of the sole executive body of this company.
7. If a board of directors (supervisory board) of the company is formed in the company, the adoption of a decision on making transactions in which there is an interest may be referred by the charter of the company to its competence, except in cases where the amount of payment under the transaction or the value of the property that is the subject transaction, exceeds two percent of the value of the company's property, determined on the basis of financial statements for the last reporting period.
Article 46. Major transactions
1. A major transaction is a transaction or several interconnected transactions related to the acquisition, alienation or the possibility of alienation by the company directly or indirectly of property, the value of which is more than twenty-five percent of the value of the company's property, determined on the basis of financial statements for the last reporting period preceding the day of acceptance decisions on the conclusion of such transactions, unless the charter of the company provides for a higher amount of a major transaction. Major transactions are not recognized as transactions made in the course of the company's ordinary business activities.
2. For the purposes of this article, the value of the property alienated by the company as a result of a major transaction is determined on the basis of its accounting data, and the value of the property acquired by the company - on the basis of the offer price.
3. The decision to conclude a major transaction is taken by the general meeting of the company's participants.
4. In the event that a board of directors (supervisory board) of the company is formed in the company, the decision to make major transactions related to the acquisition, alienation or the possibility of alienation by the company directly or indirectly of property, the value of which is from twenty-five to fifty percent of the value of the company's property, may be referred by the charter of the company to the competence of the board of directors (supervisory board) of the company.
5. A major transaction made in violation of the requirements provided for by this article may be declared invalid at the suit of the company or its participant.
6. The charter of the company may provide that the conclusion of major transactions does not require a decision of the general meeting of participants in the company and the board of directors (supervisory board) of the company.
Article 47
1. The audit commission (auditor) of the company is elected by the general meeting of participants in the company for a period determined by the charter of the company.
The number of members of the audit commission of the company is determined by the charter of the company.
2. The audit commission (auditor) of the company has the right to conduct audits of the financial and economic activities of the company at any time and have access to all documentation relating to the activities of the company. At the request of the audit commission (auditor) of the company, members of the board of directors (supervisory board) of the company, the person exercising the functions of the sole executive body of the company, members of the collegial executive body of the company, as well as employees of the company are obliged to give the necessary explanations orally or in writing.
3. The Audit Commission (Auditor) of the company must check the annual reports and balance sheets of the company before they are approved by the general meeting of participants in the company. The general meeting of participants in the company is not entitled to approve the annual reports and balance sheets of the company in the absence of the conclusions of the audit commission (auditor) of the company.
4. The procedure for the work of the audit commission (auditor) of the company is determined by the charter and internal documents of the company.
5. This article shall apply in cases where the formation of an audit commission of a company or the election of an auditor of a company is provided for by the charter of the company or is mandatory in accordance with this Federal Law.
Article 48
In order to check and confirm the correctness of the company's annual reports and balance sheets, as well as to check the state of the company's current affairs, it has the right, by decision of the general meeting of the company's participants, to involve a professional auditor who is not connected by property interests with the company, members of the board of directors (supervisory board) of the company, a person, acting as the sole executive body of the company, members of the collegial executive body of the company and participants in the company.
At the request of any member of the company, an audit may be carried out by a professional auditor chosen by him, who must comply with the requirements established by part one of this article. In the event of such an audit, payment for the services of an auditor is carried out at the expense of the participant of the company, at the request of which it is carried out. Expenses of a member of the company for paying for the services of an auditor may be reimbursed to him by decision of the general meeting of members of the company at the expense of the company.
The involvement of an auditor to verify and confirm the correctness of the company's annual reports and balance sheets is mandatory in cases provided for by federal laws and other legal acts of the Russian Federation.
Article 49
1. The company is not obliged to publish reports on its activities, except for the cases provided for by this Federal Law and other federal laws.
2. In the event of a public placement of bonds and other issue-grade securities, the company is obliged to annually publish annual reports and balance sheets, as well as disclose other information about its activities, provided for by federal laws and regulations adopted in accordance with them.
Article 50
1. The company is obliged to keep the following documents:
- constituent documents of the company, as well as amendments and additions made to the constituent documents of the company and duly registered;
- the minutes (minutes) of the meeting of the founders of the company, containing the decision on the establishment of the company and on the approval of the monetary value of non-monetary contributions to the authorized capital of the company, as well as other decisions related to the creation of the company;
- a document confirming the state registration of the company;
- documents confirming the company's rights to property on its balance sheet; internal documents of the company;
- regulations on branches and representative offices of the company;
- documents related to the issue of bonds and other equity securities of the company;
- minutes of general meetings of the company's participants, meetings of the board of directors (supervisory board) of the company, the collegial executive body of the company and the audit commission of the company;
- lists of affiliated persons of the company;
- conclusions of the audit commission (auditor) of the company, the auditor, state and municipal financial control bodies;
- other documents stipulated by federal laws and other legal acts of the Russian Federation, the charter of the company, internal documents of the company, decisions of the general meeting of participants in the company, the board of directors (supervisory board) of the company and the executive bodies of the company.
2. The company shall store the documents provided for in paragraph 1 of this article at the location of its sole executive body or in another place known and accessible to the company's participants.
Chapter V. REORGANIZATION AND LIQUIDATION OF THE COMPANY
Article 51. Reorganization of a company
1. The company may be voluntarily reorganized in the manner prescribed by this Federal Law.
Other grounds and procedure for the reorganization of a company are determined by the Civil Code of the Russian Federation and other federal laws.
2. The reorganization of the company may be carried out in the form of merger, accession, division, separation and transformation.
3. The company is considered reorganized, except for cases of reorganization in the form of affiliation, from the moment of state registration of legal entities created as a result of reorganization.
When a company is reorganized in the form of a merger with another company, the first of them is considered reorganized from the moment it is included in the unified State Register legal entities records on the termination of the activities of the affiliated company.
4. State registration of companies established as a result of reorganization and making entries on the termination of the activities of reorganized companies, as well as state registration of amendments to the charter, shall be carried out in accordance with the procedure established by federal laws.
5. Not later than thirty days from the date of the adoption of the decision on the reorganization of the company, and in the event of a reorganization of the company in the form of a merger or accession from the date of the decision on this by the last of the companies participating in the merger or accession, the company is obliged to notify in writing all the creditors of the company known to it and publish in the press, which publishes data on the state registration of legal entities, a message about the decision. At the same time, the creditors of the company, within thirty days from the date of sending notifications to them or within thirty days from the date of publication of the notice of the decision taken, have the right to demand in writing early termination or fulfillment of the relevant obligations of the company and compensation for their losses.
The state registration of companies established as a result of reorganization and the entry of records on the termination of the activities of the reorganized companies shall be carried out only upon presentation of evidence of notification of creditors in the manner prescribed by this paragraph.
If the separation balance sheet does not make it possible to determine the legal successor of the reorganized company, the legal entities created as a result of the reorganization shall be jointly and severally liable for the obligations of the reorganized company to its creditors.
Article 52. Merger of companies
1. The merger of companies is the creation of a new company with the transfer of all rights and obligations of two or more companies to it and the termination of the latter.
2. The general meeting of participants of each company participating in the reorganization in the form of a merger shall decide on such reorganization, on the approval of the merger agreement and the charter of the company created as a result of the merger, as well as on the approval of the deed of transfer.
3. The merger agreement, signed by all participants in the company created as a result of the merger, is, along with its charter, its constituent document and must comply with all the requirements of the Civil Code of the Russian Federation and this Federal Law for the constituent agreement.
4. If the general meeting of participants of each company participating in the reorganization in the form of a merger makes a decision on such reorganization and on the approval of the merger agreement, the charter of the company created as a result of the merger, and the deed of transfer, the election of the executive bodies of the company created as a result of the merger, is carried out at a joint general meeting of participants in the companies participating in the merger. The terms and procedure for holding such a general meeting are determined by the merger agreement.
The sole executive body of a company created as a result of a merger carries out actions related to the state registration of this company.
5. In the event of a merger of companies, all rights and obligations of each of them shall be transferred to the company created as a result of the merger, in accordance with the deeds of transfer.
Article 53
1. The merger of a company is the termination of one or several companies with the transfer of all their rights and obligations to another company.
2. The general meeting of participants of each company participating in the reorganization in the form of affiliation makes a decision on such reorganization, on approval of the agreement on accession, and the general meeting of participants of the merging company also makes a decision on approving the deed of transfer.
3. The joint general meeting of participants in the companies participating in the merger shall make changes to the constituent documents of the company to which the merger is being carried out, related to the change in the composition of the company’s participants, the determination of the size of their shares, other changes provided for by the merger agreement, and also, if necessary, decide other issues, including issues on the election of the bodies of the company to which the accession is carried out. The terms and procedure for holding such a general meeting are determined by the accession agreement.
4. When one company joins another, all the rights and obligations of the merged company pass to the latter in accordance with the deed of transfer.
Article 54
1. The division of a company is the termination of a company with the transfer of all its rights and obligations to newly created companies.
2. The general meeting of participants in a company being reorganized in the form of a division shall decide on such reorganization, on the procedure and conditions for the division of the company, on the creation of new companies and on the approval of the separation balance sheet.
3. Members of each company created as a result of division sign a memorandum of association. The general meeting of participants of each company created as a result of division approves the charter and elects the bodies of the company.
4. When a company is divided, all its rights and obligations are transferred to the companies created as a result of the division, in accordance with the separation balance sheet.
Article 55. Separation of a company
1. The separation of a company is the creation of one or several companies with the transfer to him (them) of a part of the rights and obligations of the company being reorganized without terminating the latter.
2. The general meeting of participants in a company being reorganized in the form of a spin-off shall decide on such a reorganization, on the procedure and conditions for spin-off, on the creation of a new company (new companies) and on the approval of the separation balance sheet, and shall include in the constituent documents of the company being reorganized in the form of a spin-off, changes related to a change in the composition of the company's participants, determination of the size of their shares, and other changes provided for by the decision on separation, and also, if necessary, resolves other issues, including issues on the election of the company's bodies.
The participants of the spin-off company sign the memorandum of association. The general meeting of participants in the spin-off company approves its charter and elects the bodies of the company.
If the reorganized company is the sole participant of the spin-off company, the general meeting of the latter decides on the reorganization of the company in the form of a spin-off, on the procedure and conditions for spin-off, and also approves the charter of the spin-off company and the separation balance sheet, and elects the bodies of the spin-off company.
3. When one or several companies are separated from the company, a part of the rights and obligations of the reorganized company is transferred to each of them in accordance with the separation balance sheet.
Article 56
1. The company has the right to be transformed into a joint-stock company, an additional liability company or a production cooperative.
2. The general meeting of participants in a company being reorganized in the form of transformation shall decide on such reorganization, on the procedure and conditions for transformation, on the procedure for exchanging shares of company participants for shares of a joint-stock company, shares of participants in a company with additional liability or shares of members of a production cooperative, on approval the charter of a joint-stock company, additional liability company or production cooperative created as a result of the transformation, as well as on the approval of the deed of transfer.
3. Participants in a legal entity created as a result of transformation shall decide on the election of its bodies in accordance with the requirements of federal laws on such legal entities and instruct the relevant body to carry out actions related to the state registration of a legal entity created as a result of transformation.
4. When a company is reorganized, all the rights and obligations of the reorganized company are transferred to the legal entity created as a result of the transformation in accordance with the deed of transfer.
Article 57. Liquidation of a company
1. A company may be liquidated voluntarily in accordance with the procedure established by the Civil Code of the Russian Federation, subject to the requirements of this Federal Law and the company's charter. The company may also be liquidated by a court decision on the grounds provided for by the Civil Code of the Russian Federation.
The liquidation of a company entails its termination without the transfer of rights and obligations by way of succession to other persons.
2. The decision of the general meeting of participants of the company on the voluntary liquidation of the company and the appointment of a liquidation commission is adopted at the proposal of the board of directors (supervisory board) of the company, the executive body or the participant of the company. The general meeting of participants in a voluntarily liquidated company decides on the liquidation of the company and the appointment of a liquidation commission.
3. From the moment of appointment of the liquidation commission, all powers to manage the affairs of the company are transferred to it. The liquidation commission, on behalf of the liquidated company, acts in court.
4. If the Russian Federation, a constituent entity of the Russian Federation or a municipal entity is a participant in the company being liquidated, the liquidation commission shall include a representative of the federal state property management body, a specialized institution selling federal property, a state property management body of the constituent entity of the Russian Federation, a seller of state property of a constituent entity of the Russian Federation or a local self-government body.
5. The procedure for the liquidation of a company is determined by the Civil Code of the Russian Federation and other federal laws.
Article 58
1. The property of the liquidated company remaining after completion of settlements with creditors shall be distributed by the liquidation commission among the participants of the company in the following order:
- in the first place, the distribution to the participants of the company of the distributed, but unpaid part of the profit is carried out;
- in the second place, the distribution of the property of the liquidated company between the participants of the company is carried out in proportion to their shares in the authorized capital of the company.
2. The requirements of each queue are satisfied after the requirements of the previous queue are fully satisfied.
If the property of the company is not enough to pay the distributed but unpaid part of the profit, the property of the company is distributed among its participants in proportion to their shares in the authorized capital of the company.
Chapter VI. FINAL PROVISIONS
Article 59
2. From the moment this Federal Law enters into force, the legal acts in force on the territory of the Russian Federation until they are brought into line with this Federal Law shall be applied to the extent that they do not contradict this Federal Law.
Constituent documents of limited liability companies (limited liability partnerships) from the moment this Federal Law enters into force shall apply to the extent that does not contradict this Federal Law.
3. Constituent documents of limited liability companies (limited liability partnerships) established prior to the entry into force of this Federal Law shall be subject to alignment with this Federal Law no later than July 1, 1999.
Limited liability companies (limited liability partnerships), the number of participants of which exceeds fifty at the time this Federal Law enters into force, must be transformed into joint-stock companies or production cooperatives before July 1, 1999, or reduce the number of participants to the limit established by this Federal Law. When transforming such limited liability companies (limited liability partnerships) into joint-stock companies, they may be transformed into closed joint-stock companies without limiting the maximum number of shareholders of a closed joint-stock company established by the Federal Law "On Joint-Stock Companies". The said closed joint stock companies are not subject to the provisions of paragraphs two and three of paragraph 3 of Article 7 of the Federal Law "On Joint Stock Companies".
When transforming limited liability companies (limited liability partnerships) into joint-stock companies or production cooperatives in the manner provided for by this paragraph, the provisions of paragraph 5 of Article 51 of this Federal Law shall also not apply.
The decision of the general meeting of participants of a limited liability company (limited liability partnership) on the transformation of a limited liability company (limited liability partnership), the number of participants of which at the time of the entry into force of this Federal Law exceeds fifty, shall be taken by a majority of at least two-thirds of the votes of the total the number of votes of participants in a limited liability company (limited liability partnership). Participants in a limited liability company (limited liability partnership) who voted against the adoption of a decision on its transformation or did not take part in the voting shall have the right to withdraw from the limited liability company (limited liability partnership) in the manner established by Article 26 of this Federal Law.
Limited liability companies (limited liability partnerships) that have not brought their constituent documents in line with this Federal Law or have not been transformed into joint-stock companies or production cooperatives may be liquidated in court at the request of the body that carries out state registration of legal entities, or other state bodies or bodies of local self-government, to which the right to present such a demand is granted by federal law.
4. Limited liability companies (limited liability partnerships) referred to in paragraph 3 of this article shall be exempt from paying the registration fee when registering changes in their legal status in connection with its bringing into line with this Federal Law.
The president
Russian Federation
B. YELTSIN
