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The Federal Law on Limited Liability Companies, adopted in accordance with the Civil Code of the Russian Federation, defines a limited liability company as a business company established by one or several persons, the authorized capital of which is divided into shares of 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 limits of the value of the contributions they made.

Participants of the society can be citizens and legal entities. State bodies and local government bodies do not have the right to act as participants in companies, unless otherwise provided by federal law. The number of company participants should not be more than fifty. Otherwise, the company must transform into an open joint-stock company or a production cooperative.

Members of the company may have additional rights and bear additional responsibilities established by the company's charter. Participants of the company, whose shares in the aggregate constitute 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 duties or by his actions (inaction) makes the activities of the company impossible or significantly complicates it.

The Company carries out its activities on the basis of the constituent agreement and charter. In the event of a discrepancy between the provisions of the constituent agreement and the provisions of the charter, the provisions of the charter shall prevail for third parties and members of the company. The size of the company's authorized capital must be at least one hundred times the minimum wage. The company's charter may limit the maximum size of the share of a company participant and the possibility of changing the ratio of shares of company participants. Such restrictions cannot be established in relation to individual participants of the company; they must be contained in the company’s charter and adopted unanimously at the general meeting of the company’s participants.

This Federal Law on LLCs comes into force on March 1, 1998. The constituent documents of limited liability companies (partnerships) created before the entry into force of this law must be brought into compliance with the law no later than January 1, 1999. Limited liability companies (partnerships), the number of participants of which at the time of entry into force of this law exceeds fifty, must, before July 1, 1998, be transformed into joint-stock companies or production cooperatives or reduce the number of participants to the limit established by this law. When transforming such limited liability companies (partnerships) into joint stock companies, their transformation into closed joint stock companies is permitted without limiting the maximum number of shareholders of a closed joint stock company established by the Federal Law “On Joint Stock Companies”. Moreover, the provisions of this law on the right of the company’s creditors to early termination or fulfillment of the corresponding obligations of the company and compensation for losses do not apply to such a reorganization in a closed joint-stock company.


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This law, adopted in accordance with the Civil Code of the Russian Federation, defines a limited liability company as a business company established by one or several persons, the authorized capital of which is divided into shares of 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 limits of the value of the contributions they made. Participants of the society can be citizens and legal entities. State bodies and local government bodies do not have the right to act as participants in companies, unless otherwise provided by federal law. The number of company participants should not be more than fifty. Otherwise, the company must transform into an open joint-stock company or a production cooperative. Members of the company may have additional rights and bear additional responsibilities established by the company's charter. Participants of the company, whose shares in the aggregate constitute 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 duties or by his actions (inaction) makes the activities of the company impossible or significantly complicates it. The Company carries out its activities on the basis of the constituent agreement and charter. In the event of a discrepancy between the provisions of the constituent agreement and the provisions of the charter, the provisions of the charter shall prevail for third parties and members of the company. The size of the company's authorized capital must be at least one hundred times the minimum wage. The company's charter may limit the maximum size of the share of a company participant and the possibility of changing the ratio of shares of company participants. Such restrictions cannot be established in relation to individual participants of the company; they must be contained in the company’s charter and adopted unanimously at the general meeting of the company’s participants. This Federal Law comes into force on March 1, 1998. The constituent documents of limited liability companies (partnerships) created before the entry into force of this law must be brought into compliance with the law no later than January 1, 1999. Limited liability companies (partnerships), the number of participants of which at the time of entry into force of this law exceeds fifty, must, before July 1, 1998, be transformed into joint-stock companies or production cooperatives or reduce the number of participants to the limit established by this law. When transforming such limited liability companies (partnerships) into joint stock companies, their transformation into closed joint stock companies is permitted without limiting the maximum number of shareholders of a closed joint stock company established by the Federal Law “On Joint Stock Companies”. Moreover, the provisions of this law on the right of the company’s creditors to early termination or fulfillment of the corresponding obligations of the company and compensation for losses do not apply to such a reorganization in a closed joint-stock 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, which 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 company participant 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 company participant corresponds to a part of the value of the company's net assets, proportional to the size of his share.

3. The company's charter may limit the maximum size of the share of a company participant. The company's charter may limit the possibility of changing the ratio of shares of the company's participants. Such restrictions cannot be established in relation to individual members of the company. The specified provisions may be provided for by the charter of the company upon its establishment, and also included in the charter of the company, amended and excluded from the charter of the company by decision of the general meeting of the company's participants, adopted unanimously by all the company's participants.

If the company's charter contains the restrictions provided for by this paragraph, a person who acquired a share in the authorized capital of the company in violation of the requirements of this paragraph and the relevant provisions of the company's charter has the right to vote at the general meeting of the company's participants with a portion of the share, the amount of which does not exceed that established by the company's charter the maximum size of the share of a company participant.

Judicial practice under Article 14 of the Federal Law of 02/08/1998 No. 14-FZ

Determination of January 21, 2019 in case No. A11-10050/2015

Having assessed the totality and interrelationships of the evidence presented in the case file, including forensic reports, in the manner prescribed by Chapter 7 of the Code, guided by the provisions of Articles 14, 23, 26 of the Federal Law of 02/08/1998 No. 14 - Federal Law “On Limited Companies” liability,” the appellate court, supported by the district court, concluded that...

Determination of December 26, 2018 in case No. A63-5733/2017

Supreme Court of the Russian Federation - Civil

The essence of the dispute: Corporate dispute - Invalidation of the constituent documents of companies (charter, agreement) or amendments made to them

Cases of evidence, including conclusions of forensic examination and additional forensic examination, taking into account the expert’s explanations, in the manner prescribed by Chapter 7 of the Code, guided by the provisions of Articles 14, 23, 26 of the Federal Law of 02/08/1998 No. 14 - Federal Law “On Limited Companies” liability,” the trial court, supported by the courts of appeal and cassation, came to the conclusion...

Decision of October 16, 2018 in case No. A14-9352/2018

Arbitration Court of the Voronezh Region (AC of the Voronezh Region)

In the manner and within the time limits provided for by the law on limited liability companies and the charter of the company. According to Articles 8, 26 of the Federal Law of 02/08/1998 No. 14 - Federal Law “On Limited Liability Companies” (hereinafter referred to as the Federal Law “On Limited Liability Companies”), a company participant has the right to leave the company by alienating the share to the company, regardless of... .

Decision of October 10, 2018 in case No. A42-7132/2018

Arbitration Court of the Murmansk Region (AC of the Murmansk Region)

2 of Article 25 of the Federal Law of 08.08.2001 N 129-FZ “On state registration of legal entities and individual entrepreneurs”. According to the provisions of paragraph 1 of Article 14 of Law No. 14-FZ, the size of the authorized capital of the company must be no less than ten thousand rubles. In accordance with paragraph 4 of Article 30 of Law No. 14 - Federal Law, if the cost...

Decision of October 4, 2018 in case No. A32-14403/2018

Arbitration Court of the Krasnodar Territory (AC of the Krasnodar Territory)

The court was guided by the following. The sale of a share owned by the company is carried out by decision of the general meeting of the company's participants (Part 3 of Article 23 and Part 2 of Article 24 of Law No. 14 - Federal Law). According to Article 128 of the Civil Code of the Russian Federation, the objects of civil rights are things, including money and securities; other property, including property rights; work and...

Resolution of October 4, 2018 in case No. A21-4494/2016

Thirteenth Arbitration Court of Appeal (13 AAC)

On the invalidation of the guarantee agreement dated December 29, 2012 No. 06-20-2012/DP-3 (hereinafter referred to as the Guarantee Agreement) and the application of the consequences of the invalidity of the transaction. By court ruling dated 14. On 06.2016 this claim was accepted for proceedings. The case was assigned No. A44-4494/2016. In addition, Lapina M.V. On June 30, 2016, she filed a claim with the arbitration court against...

Resolution of October 1, 2018 in case No. A82-8648/2018

Arbitration Court of the Yaroslavl Region (AC of the Yaroslavl Region)

Federation, as well as communities of indigenous peoples of the Russian Federation. In accordance with paragraph 1 of Article 90 of the Civil Code of the Russian Federation in conjunction with the provisions of Article 14 of Federal Law No. 14 of 02/08/1998 - Federal Law “On Limited Liability Companies”, the authorized capital of a company is made up of the nominal value of the shares of its participants. The actual value of the participant's share...

The Law on Limited Liability Companies changes from 01/01/2017 due to the entry into force of its new edition. The changes mainly affect the content of Art. 45, 46 of the law, which has remained unchanged from 2008 to the present. We will describe the main ones in this article.

The Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ as amended by Law No. 312-FZ amended by the Law on Business Companies dated 07/03/2016 No. 343-FZ

Since 07/03/2016, the law “On Amendments to the Federal Law “On Joint-Stock Companies” and the Federal Law “On Limited Liability Companies”” No. 343-FZ (hereinafter referred to as the Law on Business Companies No. 343-FZ) has been in force. New provisions of the Law “On Limited Liability Companies” as amended by Law No. 343-FZ came into force on January 1, 2017 and relate to the rules for carrying out major transactions and interested party transactions (Articles 45 and 46).

Specified articles Federal Law on limited liability companies until 2016 years were in effect in the 2008 edition.

The rules regarding interested party transactions and major transactions remained unchanged until this time. At the same time, the number of disputes related to the application of these norms is very significant. Resolution of the Presidium of the Supreme Arbitration Court “On some issues related to challenging major transactions and interested-party transactions” dated May 16, 2014 No. 28, which was one of the latest, summarizes judicial practice in this category of disputes.

Currently, the changes we are considering continue to apply.

New rules on interested party transactions in the Federal Law “On Limited Liability Companies”

Firstly, in the new wording in Art. 45, the term “affiliated persons” is no longer used (Clause 1, Article 45 of the current law), although Art. 50 still provides for the company’s obligation to maintain a list of affiliated persons. The specified term is replaced by the following concepts:

• a controlling person (having the right to control more than 50% of the votes in the LLC, the right to appoint more than 50% of the members of the collegial body, as well as a person for the position of director);
• controlled person (subject to direct or indirect control by the controlling person).

1. Notification of uninterested members of society about the completion of an interested party transaction. The procedure and timing for sending a notice and the requirements for its content are fixed in clause 3 of Art. 45 of the law in the new edition.
2. Report on interested party transactions concluded by the company. The report is presented during the preparation of the annual meeting to persons entitled to participate in it.
3. Consent to complete the transaction. At the same time, the lack of consent in itself is not a basis for challenging the transaction. The obligation to obtain consent from the company's participants may be enshrined in the charter.

IMPORTANT! In cases where a transaction is made without consent, the company is obliged to provide documents and information on it at the request of the participants. If, in the absence of consent or approval of the transaction, the information requested is not provided, damage to the interests of society as a result of its completion is presumed.

Thirdly, the following innovations have been introduced in relation to interested party transactions:

• Actions in the interests of third parties and ownership of more than 20% of shares (shares) of a legal entity (party to a transaction) are not mentioned among the signs of interest in the new law.
• The difference between preliminary consent to an interested party transaction and its subsequent approval acquires a new content: in fact, approval becomes a tool for legalizing transactions in respect of which, in the absence of consent, a dispute arises (paragraph 5, part 6, article 45 of Law No. 14-FZ as amended by Law No. 312 -FZ).
• Special rules on recognizing interested party transactions as invalid are canceled (Clause 5, Article 45 of the current version of the law on LLCs), the basis for the invalidity of such a transaction is Clause 2 of Art. 174 Civil Code of the Russian Federation.

Updates to the provisions of the Federal Law “On Limited Liability Companies” on major transactions

Since January 1, 2017, the legislator has expanded the range of major transactions, not limited to transactions aimed at the alienation of property. Transactions aimed at the transfer of property for possession and use or the transfer of intellectual property are also recognized as large transactions.

Unlike interested party transactions, in relation to large transactions, some of the grounds for the court’s refusal to satisfy claims of invalidity are retained in the body of the law. The current version of the law provides for the possibility of introducing a rule into the charter that allows large transactions to be concluded in the absence of a decision by the general management board or the board of directors (clause 6 of article 46).

As of January 1, 2017, the law continues to require the consent of the general management or the board of directors to carry out a major transaction. You can view a sample decision in the article Decision on approval of a major transaction in an LLC (sample).

NOTE! Contesting of interested party transactions is carried out taking into account the provisions of Art. 174 of the Civil Code of the Russian Federation, and large transactions - Art. 173.1 Civil Code of the Russian Federation.

Global changes in civil legislation in recent years have made the emergence of new editions of the provisions of Art. 45, 46 of the LLC Law. The changes introduced by the Law on Business Companies No. 343-FZ continue to apply without changes to the present day.

Shares owned by the company are not taken into account when determining the voting results at the general meeting of the company's participants, as well as when distributing the profit and property of the company 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, by decision of the general meeting of the company's participants, be distributed among all participants of the company in proportion to their shares in the authorized capital of the company or sold to all or some participants of 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 repaid with a corresponding reduction in the authorized capital of the company. The sale of a share to the company's participants, as a result of which the size of the shares of its participants changes, 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 decision of the general meeting of the company's participants, adopted unanimously by all the company's participants.

Documents for state registration of the changes provided for in this article in the constituent documents of the company, and in the case of the sale of a share, also documents confirming payment for 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 of the company's participants and on making appropriate changes to the company's constituent documents. 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 carrying out state registration of legal entities.

Distribution of a share owned by a company that is of strategic importance for ensuring 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 entities that are of strategic importance for ensuring the defense of the country and the security of the state” between its participants, the sale of this share participants of such a company and third parties, the repayment of this share, if as a result of these actions a foreign investor or a group of persons that includes a foreign investor can establish or have established control over such a company, is carried out in the manner prescribed by the specified Federal Law.

Foreclosure of 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 the other property of the company participant is insufficient to cover the debts.

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 company participants, adopted unanimously by all company participants, the actual value of the share (part of the share) of the company participant whose property is being foreclosed on may be paid to creditors by the remaining company participants in proportion to their shares in the authorized capital of the company, unless the procedure for determining the amount of payment is different. not provided for by the company's charter or a decision of the general meeting of company participants.

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 from the company’s financial statements for the last reporting period preceding the date of presentation of the claim to the company to foreclose on the share (part of the share) of the company participant for its debts.

3. If, within three months from the date of presentation of the claim by the 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 participant that is being foreclosed on, the foreclosure of the share (part of the share) of the company participant is carried out by its sale at public auction.

Withdrawal of a company participant from the company

1. A participant in a company has the right to leave the company at any time, regardless of the consent of its other participants or the company.

2. If a company participant leaves the company, his share passes to the company from the moment he submits an application for withdrawal from the company. In this case, the company is obliged to pay to the company participant who filed an application to leave the company the actual value of his share, determined on the basis of the company’s financial statements for the year during which the application to leave the company was submitted, or, with the consent of the company participant, to 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 part of his share, proportional to the paid part of the contribution.

3. The company is obliged to pay the company participant who filed an application to leave the company the actual value of his share or give him in kind property of the same value within six months from the end of the financial year during which the application to leave the company was submitted, if less the period is not provided for by the company's charter.

The actual value of a company participant's share is paid out of the difference between the value of the company's net assets and the size of the company's authorized capital. If such a difference is not enough to pay the company participant who filed an application to leave the company the actual value of his share, the company is obliged to reduce its authorized capital by the missing amount.

4. The withdrawal of a company participant from the company does not relieve him of his obligation to the company to make a contribution to the company’s property that arose before filing an application for withdrawal from the company.

Contributions to the company's property

1. Participants of the company are obliged, if provided for by the charter of the company, by decision of the general meeting of 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 unanimously by all the company's participants.

The decision of the general meeting of the company's participants on making contributions to the company's property may be adopted by a majority of at least two-thirds of the total number of votes of the company's participants, unless the need for a larger number of votes to make such a decision is provided for by the company's charter.

2. Contributions to the property of the company are made by all participants of the company in proportion to their shares in the authorized capital of the company, unless a different procedure for determining the amount of contributions to the property of the company is provided for 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 of the company, and may also provide for other restrictions associated with making contributions to the company's property. Restrictions related to making contributions to the property of the company established for a specific participant in the company in the event of alienation of his share (part of the share) in relation to the acquirer of the share (part of the share) do not apply.

Provisions establishing the procedure for determining the size of contributions to the company's property disproportionate to the size of the shares of the company's participants, as well as provisions establishing restrictions associated with making contributions to the company's property, may be provided for by the charter of the company upon its establishment or included in the company's charter by decision of the general meeting of the company's participants. , adopted unanimously by all members of the society.

Amendments and exclusions of the provisions of the company's charter establishing the procedure for determining the size of contributions to the company's property disproportionate to the size of the shares of the company's participants, as well as restrictions associated with making contributions to the company's property established for all participants of the company, are carried out by decision of the general meeting of the company's participants, adopted by all participants society unanimously. Amendments and exclusions of the provisions of the company's charter that establish the specified restrictions for a certain participant of the company are carried out by 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, provided that the company participant for whom such restrictions are established, voted for such a decision or gave written consent.

3. Contributions to the property of the company are made in money, unless otherwise provided by the charter of the company or by a decision of the general meeting of participants of the company.

4. Contributions to the company’s property do not change the size and nominal value of the shares of company participants in the authorized capital of the company.

Distribution of company profits between company participants

1. The company has the right to make a decision quarterly, once every six months or once a year on the distribution of its net profit among the participants of the company. The decision to determine the part of the company's profit 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 introducing amendments to the charter of the company by decision of the general meeting of the company's participants, adopted unanimously by all the company's participants, may establish a different procedure for the distribution of profit between the company's participants. Amendments and exclusions of the provisions of the company's charter establishing such a procedure are carried out by decision of the general meeting of the company's participants, adopted unanimously by all the company's participants.

Restrictions on the distribution of company profits among company participants. Restrictions on the payment of company profits to company participants

1. The company does not have the right 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 criteria for insolvency (bankruptcy) in accordance with the federal law on insolvency (bankruptcy) or if the specified signs appear in the company as a result of such a decision;

if at the time such a decision is made, 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 does not have the right to pay profit to the company’s participants, the decision on the distribution of which among the company’s participants 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 specified signs appear in the company as a result of the payment;

if at the time of payment the value of the company’s net assets is less than its authorized capital and reserve fund or will become less than their size as a result of the payment;

in other cases provided for by federal laws.

Upon termination of the circumstances specified in this paragraph, the company is obliged to pay profit to the company’s participants, the decision on the distribution of which among the company’s participants has been made.

Reserve fund and other funds of the company

The company may create a reserve fund and other funds in the manner and amounts provided for by the company's charter.

Federal law dated July 27, 2006 N 138-FZ, amendments were made to Article 31 of this Federal Law

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 established by the legislation on securities.

Federal Law No. 192-FZ of December 29, 2004 amended paragraph 2 of Article 31 of this Federal Law

2. The issue of bonds by a company is permitted 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 size of the company's authorized capital and (or) the amount of security provided to the company for these purposes by third parties. In the absence of security provided by third parties, the issue of bonds is permitted no earlier than the third year of the company’s existence and subject to proper approval of the annual financial statements for two completed financial years. The specified restrictions do not apply to issues of mortgage-backed bonds and in other cases established by federal securities laws.

3. Lost power.

Chapter IV. Management in society

Bodies of society

1. The supreme body of the company is the general meeting of the company's participants. The general meeting of company participants may be regular or extraordinary.

All company participants have the right to attend the general meeting of company participants, take part in the discussion of agenda items and vote when making decisions.

The provisions of the constituent documents of the company or decisions of the company’s bodies that limit the specified rights of the company’s participants are void.

Each participant in the company has a number of votes at the general meeting of participants in the company proportional to his share in the authorized capital of the company, except for cases provided for by this Federal Law.

The charter of the company upon its establishment or by introducing amendments to the charter of the company by decision of the general meeting of the company's participants, adopted unanimously by all the company's participants, may establish a different procedure for determining the number of votes of the company's participants. Amendments and exclusions of the provisions of the company's charter establishing such a procedure are carried out by decision of the general meeting of the company's participants, adopted unanimously by all the company's participants.

2. The charter of the company 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 company's charter 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, early termination of their powers, resolving issues regarding the execution of major transactions in cases provided for in Article 46 of this Federal Law, resolving issues regarding the execution of transactions, in in the commission of which there is an interest, in the cases provided for in Article 45 of this Federal Law, resolving issues related to the preparation, convening and holding of a general meeting of company participants, as well as resolving 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 the holding of an extraordinary general meeting of the company's participants.

The procedure for the formation and activities 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 company's collegial executive body cannot constitute more than one-fourth of the composition of the board of directors (supervisory board) of the company. A person performing the functions of the sole executive body of a company cannot simultaneously be the chairman of the board of directors (supervisory board) of the company.

By decision of the general meeting of the company's participants, members of the board of directors (supervisory board) of the company during the period of performance of their duties may be paid remuneration and (or) compensation for expenses associated with the performance of these duties. The amounts of these remunerations and compensations are established by a decision of the general meeting of the company's participants.

3. Members of the board of directors (supervisory board) of the company, the person performing the functions of the sole executive body of the company, and members of the collegial executive body of the company who are not participants in the company may participate in the general meeting of participants 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 the company's participants and the board of directors (supervisory board) of the company.

5. The 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 permitted.

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 person who is not a member of the company can also be a member of the audit commission (auditor) of the company.

The functions of the audit commission (auditor) of the company, if provided for by the company's charter, can be performed by an auditor approved by the general meeting of the company's participants, who is not connected by property interests with the company, members of the board of directors (supervisory board) of the company, with the person performing the functions of the sole executive body of the company, members the collegial executive body of the company and the participants 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 performing 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 company participants

1. The competence of the general meeting of participants of 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 company participants includes:

1) determining the main directions of the company’s activities, as well as making decisions on participation in associations and other associations of commercial organizations;

2) changing the charter of the company, including changing the size of the authorized capital of the company;

3) amendments to the constituent agreement;

4) the formation of the executive bodies of the company and the 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 individual entrepreneur (hereinafter referred to as the manager), approval of such a manager and the terms of the agreement with him;

5) election and early termination of 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 company’s net profit among the company’s participants;

8) approval (acceptance) of documents regulating the internal activities of the company (internal documents of the company);

9) making a decision on the company’s placement of bonds and other issue-grade securities;

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 within the exclusive competence of the general meeting of company participants cannot be delegated to them for decision by the board of directors (supervisory board) of the company, except in cases provided for by this Federal Law, as well as for decision by the executive bodies of the company.

The next general meeting of the company's participants

The next general meeting of the company's participants is held within the time limits specified by the company's charter, but not less than once a year. The next general meeting of the company's participants is convened by the executive body of the company.

The company's charter 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 said general meeting of company 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 company participants

1. An extraordinary general meeting of the company’s participants is held in cases determined by the company’s charter, as well as in any other cases if the holding of 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 executive body of the company 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 participants of the company who collectively own at least one tenth of the total votes of society participants.

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 requirement and make a decision on holding an extraordinary general meeting of the company's participants or to refuse to hold it. A decision to refuse to hold an extraordinary general meeting of company participants can be made by the company’s executive body only in the following cases:

if the procedure established by this Federal Law for submitting a request to hold an extraordinary general meeting of company participants is not followed;

if none of the issues proposed for inclusion on the agenda of the extraordinary general meeting of the company's participants falls within its competence or does not comply with the requirements of federal laws.

If one or more issues proposed for inclusion on the agenda of an extraordinary general meeting of company participants do not fall within the competence of the general meeting of company participants or do not comply with the requirements of federal laws, these issues are not included in the agenda.

The executive body of the company does not have the right to make changes to the wording of issues proposed for inclusion on the agenda of the extraordinary general meeting of the company's participants, as well as to change the proposed form of holding the extraordinary general meeting of the company's participants.

Along with the issues proposed for inclusion on 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 in 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 for its holding.

4. If, within the period established by this Federal Law, a decision is not made to hold an extraordinary general meeting of the company’s participants or a decision is made to refuse to hold it, the extraordinary general meeting of the company’s participants may be convened by bodies or persons demanding its holding.

In this case, the executive body of the company is obliged to provide the specified bodies or persons with a list of company 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 company participants at the expense of the company.

1. The body or persons convening the general meeting of the company’s participants are obliged to notify each company participant about this no later than thirty days before it is held by registered mail to the address indicated in the list of company participants, or in another way provided for by the company’s charter.

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 participant in the company has the right to make proposals to include additional issues on the agenda of the general meeting of company participants 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 company participants or do not comply with the requirements of federal laws, are included in the agenda of the general meeting of company participants.

The body or persons convening the general meeting of company participants does not have the right to make changes to the wording of additional issues proposed for inclusion on the agenda of the general meeting of company participants.

If, at the proposal 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 company participants no later than ten days before it is held about the changes made to the agenda in the following manner: specified in paragraph 1 of this article.

3. 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 checking the annual reports and annual balance sheets of the company, information about the candidate (candidates) 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 made 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 company's charter.

If a different procedure for familiarizing the company's participants with information and materials is not provided for by the company's charter, 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 must be provided to all company participants for review at the premises of the executive body of the company within thirty days before the general meeting of the company’s participants. The company is obliged, at the request of a company participant, to provide him with copies of these documents. The fee charged by the company for providing these copies cannot exceed the costs of their production.

4. The company’s charter may provide for shorter periods than those specified in this article.

5. In case of violation of the procedure for convening a general meeting of company participants established by this article, such a general meeting is recognized as competent if all participants of the company participate in it.

Procedure for holding a general meeting of company participants

1. The general meeting of the company’s participants is held in the manner established by this Federal Law, the company’s charter and its internal documents. To the extent not regulated by this Federal Law, the company's charter and internal documents of the company, the procedure for holding a general meeting of company participants is established by a decision of the general meeting of company participants.

2. Before the opening of the general meeting of company participants, registration of arriving company participants is carried out.

Members of the company have the right to participate in the general meeting in person or through their representatives. Representatives of company participants must present documents confirming their proper authority. A power of attorney issued to a representative of a company participant must contain information about the represented person and the representative (name or designation, place of residence or location, passport details), 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 company participant (representative of a company participant) is not entitled to take part in voting.

3. The general meeting of company participants opens at the time specified in the notice of the general meeting of company participants or, if all company participants are already registered, earlier.

4. The general meeting of the company’s participants is opened by the person performing the functions of the sole executive body of the company, or by the person heading the collegial executive body of the company. The general meeting of the company's participants, convened by the board of directors (supervisory board) of the company, the audit commission (auditor) of the company, the auditor or participants 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, an auditor or one of the participants of the company who convened this general meeting.

5. The person opening the general meeting of the company’s participants elects a chairman from among the company’s participants. Unless otherwise provided by the company's charter, when voting on the issue of electing a chairman, each participant in the general meeting of the company's participants has one vote, and the decision on this issue is made by a majority of votes of the total number of votes of the company's participants who have the right to vote at this general meeting.

6. The executive body of the company organizes the keeping of minutes of the general meeting of the company’s participants.

The minutes of all general meetings of company participants are filed in a minutes book, which must be provided to any company participant for review at any time. At the request of the company's participants, they are given extracts from the minutes book, certified by the executive body of the company.

7. The general meeting of company participants has the right to make decisions only on agenda items communicated to the company participants in accordance with paragraphs 1 and 2 of Article 36 of this Federal Law, except for cases where all company 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 made by a majority of at least two-thirds of the total number of votes of the company's participants, if a larger number of votes is necessary to adopt such decisions are not provided for by this Federal Law or the company's charter.

Decisions on the issues specified in subparagraphs 3 and 11 of paragraph 2 of Article 33 of this Federal Law are made unanimously by all participants of the company.

Other 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 company’s charter may provide for cumulative voting on issues of electing 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 cumulative voting, the number of votes belonging to each member of the company is multiplied by the number of persons who must be elected to the body of the company, and the participant of the company has the right to cast the resulting number of votes entirely for one candidate or distribute them between two or more candidates. The candidates who receive the largest number of votes are considered elected.

10. Decisions of the general meeting of the company's participants are adopted by open voting, unless a different procedure for making decisions is provided for by the company's charter.

The decision of the general meeting of the company's participants, adopted by absentee voting (by poll)

1. A decision at a general meeting of company participants may be made without holding a meeting (joint presence of company participants to discuss agenda items and make decisions on issues put to vote) by absentee voting (by poll). Such voting can be carried out by exchanging documents through postal, telegraphic, teletype, telephone, electronic or other communications that ensure the authenticity of transmitted and received messages and their documentary evidence.

The decision of the general meeting of company participants on the issues specified in subparagraph 6 of paragraph 2 of Article 33 of this Federal Law cannot be made by absentee voting (by poll).

2. When a decision is made by the general meeting of the company's participants through 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 parts of the deadlines provided for by them.

3. The procedure for conducting absentee voting is determined by an internal document of the company, which must provide for the mandatory notification of the proposed agenda to all members of the company, the possibility of familiarizing all members of the company with all the necessary information and materials before voting, the opportunity to make proposals for the inclusion of additional issues on the agenda, mandatory notifications to all members of the company before the start of voting of the amended agenda, as well as the deadline for the end of the voting procedure.

Making decisions on issues within the competence of the general meeting of company participants by the sole participant of the company

In a company consisting of one participant, decisions on issues falling within the competence of the general meeting of company participants are made by the sole participant of the company individually and are documented in writing. In this case, the provisions of Articles 34, 35, 36, 37, 38 and 43 of this Federal Law do not apply, with the exception of the provisions relating to the timing of the annual general meeting of company participants.

Sole executive body of the company

1. The sole executive body of the company (general director, 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 from outside its participants.

An agreement between the company and the person performing 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 performing the functions of the sole executive body of the company was elected, or by a participant of the company authorized by the decision of the general meeting of the company's participants.

2. Only an individual can act as the sole executive body of a company, except for the case provided for in Article 42 of this Federal Law.

3. Sole executive body of the company:

1) without a power of attorney, acts on behalf of the company, 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 company employees to positions, on their transfer and dismissal, applies incentive measures and imposes disciplinary sanctions;

4) exercises other powers not assigned by this Federal Law or the company’s charter to the competence of the general meeting of participants of 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 its decision-making 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 performing the functions of its sole executive body.

Collegiate executive body of the company

1. If the company’s charter provides for the formation, along with the sole executive body of the company, of a collegial executive body of the company (board, directorate and others), such a body is elected by the general meeting of the company’s participants in the number and for the period determined by the company’s charter.

A member of the collegial executive body of a 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 company's charter to its competence.

The functions of the chairman of the collegial executive body of the company are performed by the person performing the functions of the sole executive body of the company, except for the case where 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 its decision-making 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 an agreement, the powers of its sole executive body to the manager, if such a possibility is expressly provided for by the company’s charter.

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 participant authorized by the decision of the general meeting of the company's participants.

Appealing decisions of company management bodies

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 company’s charter and violating the rights and legitimate interests of a company participant, may be declared invalid by the court upon the application of a company participant who did not take part in voting or voted against the contested decision. Such an application may be submitted within two months from the day when the company member learned or should have learned about the decision made. If a company participant took part in the general meeting of company participants that adopted the appealed decision, the said application may be filed within two months from the date of adoption of such a decision.

2. The court has the right, taking into account all the circumstances of the case, to uphold the appealed decision if the vote of the company participant who filed the application could not influence the voting results, the violations committed are not significant and the decision did not cause losses to this company participant.

3. A 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 participant in the company may be declared invalid by the court 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 performing their duties, must act in the interests of the company in good faith and wisely.

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 are liable to the company for losses caused to the company by their guilty actions (inaction), unless other grounds and the amount of liability are established by federal laws. In this case, 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 society is joint and several.

5. The company or its participant has the right to file 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 the manager.

Interest in the company completing a transaction

1. Transactions in which there is an interest in a member of the board of directors (supervisory board) of the company, a person performing 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 participant in the company who, together with its affiliates, has twenty or more percent of the votes of the total the number of votes of the company's participants cannot be carried out by the company without the consent of the general meeting of the company's participants.

The specified 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 a transaction or act in the interests of third parties in their relations with the company;

own (each individually or collectively) twenty or more percent of the shares (shares, shares) of a legal entity that is a party to the 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 company's charter.

2. The persons specified in paragraph one of paragraph 1 of this article must bring to the attention of the general meeting of company participants the 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 transactions known to them, being carried out or proposed, in which they may be recognized as interested.

3. The decision on the company to carry out a transaction in which there is an interest is made by the general meeting of the company's participants by a majority vote of the total number of votes of the company's participants who are not interested in its completion.

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 business activities between the company and the other party, which took place before the moment from which the person interested in completing a transaction is recognized as such in accordance with paragraph 1 of this article (a 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 in this article may be declared invalid at the request of the company or its participant.

6. This article does not apply to companies consisting of one participant, who simultaneously exercises 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, making decisions on transactions in which there is an interest may be attributed by the charter of the company to its competence, except in cases where the amount of payment for 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.

Major deals

1. A major transaction is a transaction or several interrelated transactions related to the acquisition, alienation or 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 adoption decisions to carry out such transactions, unless the company's charter provides for a larger size of a major transaction. Major transactions are not considered to be transactions made in the normal course of business of the company.

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 carry out a major transaction is made by the general meeting of the company’s participants.

4. If a board of directors (supervisory board) of the company is formed in the company, decisions on making major transactions related to the acquisition, alienation or 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 company's charter to the competence of the board of directors (supervisory board) of the company.

5. A major transaction completed in violation of the requirements provided for in this article may be declared invalid at the request of the company or its participant.

6. The company’s charter may provide that in order to carry out major transactions, a decision of the general meeting of the company’s participants and the board of directors (supervisory board) of the company is not required.

Audit commission (auditor) of the company

1. The audit commission (auditor) of the company is elected by the general meeting of participants of the company for a period determined by the charter of the company.

The number of members of the company's audit commission is determined by the company's charter.

2. The audit commission (auditor) of the company has the right at any time to conduct inspections of the financial and economic activities of the company 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 performing 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 required to give the necessary explanations orally or in writing.

3. The audit commission (auditor) of the company must carry out an audit of the annual reports and balance sheets of the company before their approval by the general meeting of the company’s participants. The general meeting of the company's participants does not have the right to approve the annual reports and balance sheets of the company in the absence of conclusions from the audit commission (auditor) of the company.

4. The work procedure of the audit commission (auditor) of the company is determined by the charter and internal documents of the company.

5. This article applies 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.

Audit of the company

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 engage 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 performing the functions of the sole executive body of the company, members of the collegial executive body of the company and participants of 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 meet the requirements established by part one of this article. In the event of such an audit, payment for the auditor’s services is carried out at the expense of the company participant at whose request it is carried out. The expenses of a company participant for paying for the services of an auditor may be reimbursed to him by decision of the general meeting of company participants at the expense of the company.

The involvement of an auditor to check and confirm the accuracy 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 case of a public offering 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 store the following documents:

constituent documents of the company, as well as changes and additions made to the constituent documents of the company and registered in the prescribed manner;

minutes (minutes) of the meeting of the founders of the company, containing the decision to create the company and to approve the monetary valuation 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 issue-grade securities of the company;

minutes of general meetings of company 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, auditor, state and municipal financial control bodies;

other documents provided for by federal laws and other legal acts of the Russian Federation, the company's charter, internal documents of the company, decisions of the general meeting of the company's participants, the board of directors (supervisory board) of the company and the executive bodies of the company.

2. The company stores 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

Reorganization of society

1. The company may be voluntarily reorganized in the manner prescribed by this Federal Law.

Other grounds and procedures for reorganizing the company are determined by the Civil Code of the Russian Federation and other federal laws.

2. Reorganization of a company can be carried out in the form of merger, accession, division, spin-off and transformation.

3. The company is considered reorganized, with the exception of cases of reorganization in the form of merger, from the moment of state registration of legal entities created as a result of the reorganization.

When a company is reorganized in the form of the merger of another company with it, the first of them is considered reorganized from the moment an entry is made in the Unified State Register of Legal Entities about the termination of the activities of the merged company.

4. State registration of companies created as a result of reorganization, and making entries on the termination of the activities of reorganized companies, as well as state registration of changes in the charter, is carried out in the manner established by federal laws.

5. No later than thirty days from the date of the decision to reorganize the company, and when reorganizing 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 about this all creditors of the company known to it and publish in the press organ, which publishes data on state registration of legal entities, a message about the decision made. In this case, the creditors of the company, within thirty days from the date of sending them notifications or within thirty days from the date of publication of the message about the decision made, have the right to demand in writing the early termination or fulfillment of the relevant obligations of the company and compensation for losses.

State registration of companies created as a result of reorganization and making entries on the termination of the activities of reorganized companies are carried out only upon presentation of evidence of notification of creditors in the manner established by this paragraph.

If the separation balance sheet does not make it possible to determine the legal successor of the reorganized company, legal entities created as a result of the reorganization bear joint liability for the obligations of the reorganized company to its creditors.

Merger of companies

1. A merger of companies is the creation of a new company with the transfer to it of all the rights and obligations of two or more companies 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 makes a decision 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 transfer act.

3. The merger agreement, signed by all participants of the company created as a result of the merger, is, along with its charter, its constituent document and must comply with all the requirements set by 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 a reorganization in the form of a merger makes a decision on such reorganization and on approval of the merger agreement, the charter of the company created as a result of the merger, and the transfer act, the election of executive bodies of the company created as a result of the merger, carried out at a joint general meeting of participants of the companies participating in the merger. The timing and procedure for holding such a general meeting are determined by the merger agreement.

The sole executive body of the company created as a result of the merger carries out actions related to the state registration of this company.

5. When companies merge, all rights and obligations of each of them are transferred to the company created as a result of the merger, in accordance with transfer acts.

Joining a company

1. The merger of a company is the termination of one or more 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 merger makes a decision on such reorganization, on approval of the merger agreement, and the general meeting of participants of the acquired company also makes a decision on approval of the transfer act.

3. The joint general meeting of participants of the companies participating in the merger makes changes to the constituent documents of the company to which the merger is being carried out, changes related to changes in the composition of the company’s participants, determining the size of their shares, other changes provided for by the merger agreement, and also, if necessary, decides other issues, including questions about the election of bodies of the company to which the merger is being carried out. The timing and procedure for holding such a general meeting are determined by the accession agreement.

4. When one company merges with another, all rights and obligations of the merged company are transferred to the latter in accordance with the transfer act.

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 of a company being reorganized in the form of division makes a decision on such reorganization, on the procedure and conditions for dividing the company, on the creation of new companies and on approval of the separation balance sheet.

3. The participants of each company created as a result of the division sign a constituent agreement. 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 pass to the companies created as a result of the division, in accordance with the separation balance sheet.

Spin-off of the company

1. The spin-off of a company is the creation of one or more companies with the transfer to it (them) of part of the rights and obligations of the reorganized company without terminating the latter.

2. The general meeting of participants of the company being reorganized in the form of a spin-off makes a decision on such reorganization, on the procedure and conditions for the spin-off, on the creation of a new company (new companies) and on approving the separation balance sheet, and enters into the constituent documents of the company being reorganized in the form of a spin-off, changes related to changes in the composition of the company's participants, determining the size of their shares, and other changes provided for by the decision on the separation, and also, if necessary, resolves other issues, including issues of electing the company's bodies.

The participants of the spun-off company sign the constituent agreement. The general meeting of participants of the spun-off company approves its charter and elects the company's bodies.

If the only participant in the spun-off company is the reorganized company, the general meeting of the latter makes a decision on the reorganization of the company in the form of spin-off, on the procedure and conditions for the spin-off, and also approves the charter of the spun-off company and the separation balance sheet, and elects the bodies of the spun-off company.

3. When one or more companies are separated from a 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.

Transformation of society

1. The company has the right to transform into a joint-stock company, a company with additional liability or a production cooperative.

2. The general meeting of participants of a company being reorganized in the form of transformation makes a decision on such reorganization, on the procedure and conditions for the 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, a company with additional liability or a production cooperative created as a result of transformation, as well as on the approval of the transfer act.

3. Participants in a legal entity created as a result of transformation make a decision 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 the legal entity created as a result of transformation.

4. When transforming a company, all rights and obligations of the reorganized company are transferred to the legal entity created as a result of the transformation in accordance with the transfer deed.

Federal Law No. 31-FZ of March 21, 2002 amended Article 57 of this Federal Law, which comes into force on July 1, 2002.

Liquidation of the company

1. The company may be liquidated voluntarily in the manner established by the Civil Code of the Russian Federation, taking into account 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.

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 company participants on the voluntary liquidation of the company and the appointment of a liquidation commission is made upon the proposal of the board of directors (supervisory board) of the company, executive body or participant of the company.

The general meeting of participants of a voluntarily liquidated company makes a decision on the liquidation of the company and the appointment of a liquidation commission.

3. From the moment the liquidation commission is appointed, all powers to manage the affairs of the company are transferred to it. The liquidation commission acts in court on behalf of the liquidated company.

4. If the participant of the liquidated company is the Russian Federation, a constituent entity of the Russian Federation or a municipal entity, the liquidation commission includes a representative of the federal body for managing state property, a specialized institution that sells federal property, a body for managing state property of a constituent entity of the Russian Federation, seller of state property of a constituent entity of the Russian Federation or local government body.

5. The procedure for liquidating a company is determined by the Civil Code of the Russian Federation and other federal laws.

Distribution of the property of a liquidated company between 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 company’s participants in the following order:

first of all, payment to the company participants of the distributed but unpaid part of the profit is carried out;

secondly, the property of the liquidated company is distributed among the company's participants 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

dated December 31, 1998 N 193-FZ, amendments were made to Article 59 of this Federal Law

dated July 11, 1998 N 96-FZ, amendments were made to Article 59 of this Federal Law

Article 59. Entry into force of this Federal Law

2. From the moment this Federal Law comes into force, legal acts in force on the territory of the Russian Federation, until they are brought into compliance with this Federal Law, are applied to the extent that does not contradict this Federal Law.

From the moment this Federal Law comes into force, the constituent documents of limited liability companies (limited liability partnerships) are applied to the extent that they do not contradict this Federal Law.

3. The constituent documents of limited liability companies (limited liability partnerships) created before the entry into force of this Federal Law must be brought into compliance with this Federal Law no later than July 1, 1999.

Limited liability companies (limited liability partnerships), the number of participants of which at the time of entry into force of this Federal Law exceeds fifty, must, before July 1, 1999, 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, their transformation into closed joint stock companies is permitted without limiting the maximum number of shareholders of a closed joint stock company established by the Federal Law “On Joint Stock Companies”. The provisions of paragraphs two and three of paragraph 3 of Article 7 of the Federal Law “On Joint Stock Companies” do not apply to these closed 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 also do 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 entry into force of this Federal Law exceeds fifty, is adopted 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 decision on its transformation or did not take part in the voting 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 into compliance 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 carrying out state registration of legal entities, or other state bodies or local government bodies to which the right to make such a claim is granted by federal law.

4. Limited liability companies (limited liability partnerships) specified in paragraph 3 of this article are exempt from paying the registration fee when registering changes in their legal status in connection with its bringing into compliance with this Federal Law.

President of the Russian Federation B. Yeltsin

Moscow Kremlin