Law of 02/08/1988 14 Federal Law. Federal Law "On LLC". With changes and additions from

RUSSIAN FEDERATION

THE FEDERAL LAW
dated 02/08/98 N 14-FZ

ABOUT LIMITED LIABILITY COMPANIES

(as amended by Federal Laws
dated July 11, 1998 N 96-FZ, dated December 31, 1998 N 193-FZ,
dated March 21, 2002 N 31-FZ, dated December 29, 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 the company) is 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 company who have not fully contributed to the authorized capital of the company bear joint liability for its obligations to the extent of the value of the unpaid part of the contribution of each of the participants of the company.

2. The company owns separate property, which is accounted for on its independent balance sheet, and can, in its own name, acquire and exercise property and personal non-property rights, bear responsibilities, and be a plaintiff and defendant in court.

A company may have civil rights and bear civil responsibilities necessary to carry out 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 company’s charter.

The company may engage in certain types of activities, the list of which is determined by federal law, 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 the requirement to carry out such activity as exclusive, the company during the period of validity of the special permit (license) has the right to carry out only the types of activities provided for by the special permit (license) and related types of activities.

3. The company is considered created 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 established by its charter.

4. The Company has the right to open bank accounts in the prescribed manner on the territory of the Russian Federation and abroad.

5. The company must have a round seal containing its full corporate name in Russian and an indication of the location of the company. The company's seal may also contain the company's corporate name in any language of the peoples of the Russian Federation and (or) a foreign language.

The Company has the right to have stamps and forms with its corporate 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 responsible for the obligations of its participants.

3. In the event of insolvency (bankruptcy) of a company through 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 insufficiency of the company’s property may be assigned subsidiary liability for his 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 responsible for the obligations of the Russian Federation, constituent entities of the Russian Federation and municipalities.

Article 4. Company name and location

1. The company must have a full and has the right to have an abbreviated corporate name in Russian. The Company also has the right to have a full and (or) abbreviated corporate 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 corporate name of the company in Russian cannot contain other terms and abbreviations that reflect 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. A 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, unless the need for a larger number of votes to make such a decision is provided for by the company’s charter.

The creation by the company of branches and the opening of representative offices on the territory of the Russian Federation are 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 division, located outside the location of the company and performing all or part of its functions, including the functions of a representative office.

3. A representative office of a company is its separate division, 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 regulations approved by the company. A branch and 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. The responsibility for the activities of the branch and representative office of the company lies with the company that created them.

5. The charter of the company must contain information about its branches and representative offices. Messages about changes in the company's charter and 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 company's charter come into force for third parties from the moment of notification of such changes to the body carrying out 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, created 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 was created or a dependent business 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, due to its predominant participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise has the opportunity to determine the decisions taken by such company.

3. The subsidiary is not liable for the debts of the main business company (partnership).

The main business company (partnership), which has the right to give mandatory instructions to its subsidiary, is jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions.

In the event of insolvency (bankruptcy) of a subsidiary through the fault of the main business company (partnership), the latter bears subsidiary liability for its debts if the subsidiary's property is insufficient.

Participants in a subsidiary have the right to demand compensation from the parent company (partnership) for losses caused to the subsidiary through its fault.

4. A company is recognized as dependent if another (predominant, participating) business 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 authorized capital of another limited liability company is obliged to immediately publish information about this in the press organ in which data on state registration of legal entities is published.

Article 7. Members of the company

1. Participants of the company can be citizens and legal entities.

Federal law may prohibit or limit the participation of certain categories of citizens in societies.

2. State bodies and local self-government bodies do not have the right to act as participants in companies, unless otherwise established by federal law.

A company can be founded by one person, who becomes its sole participant. The company may subsequently become a single-member company.

A company cannot have another business company consisting of one person as its sole participant.

The provisions of this Federal Law apply to companies with one participant insofar as this Federal Law does not provide otherwise and insofar as this does not contradict the essence of the relevant relations.

3. The number of company participants 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 transformed and the number of participants in the company does not decrease to the limit established by this paragraph, it is subject to liquidation in court at the request of the body carrying out state registration of legal entities, or other state bodies or local government bodies, which have the right to present such a requirement is provided by federal law.

Article 8. Rights of company participants

1. Members of the company have the right:

• participate in managing the affairs of the company in the manner established 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 established by its constituent documents;
• take part in the distribution of profits;
• sell or otherwise assign your share in the authorized capital of the company or part thereof to one or more participants of this company in the manner prescribed by this Federal Law and the charter of the company;
• leave the society 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 the company may provide for other rights (additional rights) of the participant(s) of the company.

These rights may be provided for by the charter of the company upon its establishment or granted to a participant (participants) of the company by decision of the general meeting of participants of the company, adopted unanimously by all participants of the company.

Additional rights granted to a specific member of the company in the event of alienation of his share (part of the share) are not transferred to the acquirer of the share (part of the share).

Termination or restriction of additional rights granted to all participants of the company is carried out by decision of the general meeting of participants of the company, adopted unanimously by all participants of the company. Termination or restriction of additional rights granted to a specific company participant is carried out by decision of the general meeting of company participants, adopted by a majority of at least two-thirds of the total number of votes of company participants, provided that the company participant who owns such additional rights voted for the adoption of such decisions or gave written consent.

A member of the company who has been granted additional rights may refuse to exercise the additional rights belonging to him by sending a written notice to the company. From the moment the company receives this notification, the additional rights of the company participant are terminated.

Article 9. Obligations of company participants

1. Members of the company are obliged to:

• make contributions in the manner, in amounts, in composition and within the time limits provided for by this Federal Law and the constituent documents of the company;
• not to disclose confidential information about the activities of the company.

Members of the company also bear other responsibilities provided for by this Federal Law.

2. In addition to the duties provided for by this Federal Law, the charter of the company may provide for other duties (additional duties) of the participant (participants) of the company. These responsibilities may be provided for by the charter of the company upon its establishment or assigned to all participants of the company by decision of the general meeting of participants of the company, adopted unanimously by all participants of the company. The assignment of additional responsibilities to a specific company participant is carried out by decision of the general meeting of company participants, adopted by a majority of at least two-thirds of the votes of the total number of votes of the company participants, provided that the company participant who is assigned such additional responsibilities voted for such a decision or gave written agreement.

Additional obligations assigned to a specific participant in the company in the event of alienation of his share (part of the share) are not transferred to the acquirer of the share (part of the share).

Additional duties may be terminated by a decision of the general meeting of company participants, adopted unanimously by all company participants.

Article 10. Expulsion of a company participant from the company

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.

Chapter II. ESTABLISHMENT OF THE COMPANY

Article 11. Procedure for establishing a company

1. The founders of the company conclude a constituent agreement and approve the charter of the company.

The memorandum of association and the charter of the company are the constituent documents of the company.

If a company is founded by one person, the constituent document of the company is the charter approved by this person. If the number of company participants increases to two or more, a constituent agreement must be concluded between them.

The founders of the company elect (appoint) the executive bodies of the company, and also, in the case of non-monetary contributions to the authorized capital of the company, approve their monetary value.

The decision to approve the company's charter, as well as the decision to approve the monetary value of the contributions made by the founders of the company, is adopted by the founders unanimously. Other decisions are made 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 bear joint liability for obligations related to the establishment of the company and that arose before its state registration. The company is liable for the obligations of the founders of the company related to its establishment only if their actions are subsequently approved by the general meeting of the company's participants.

3. The specifics of establishing a company with the participation of foreign investors are determined by federal law.

Article 12. Constituent documents of the company

1. In the founding agreement, the founders of the company undertake to create the company and determine the procedure for joint activities to create it. The constituent agreement 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 size and composition of contributions, the procedure and timing of their contribution to 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 the withdrawal of company participants from the company.

2. The charter of the company must contain:

• full and abbreviated company 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 that constitute 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 on which decisions are made unanimously or by a qualified majority of votes;
• information on the size of the company's authorized capital;
• information about the size and nominal value of the share of each participant in the company;
• rights and obligations of company participants;
• information about the procedure and consequences of the withdrawal of a company participant from the company;
• information on the procedure for transferring a share (part of a share) in the authorized capital of the company to another person;
• information on the procedure for storing company documents and on the procedure for the company providing information to company participants 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 company participant, auditor or any interested party, 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 amendments. The company is obliged, at the request of a company participant, to provide him with copies of the current constituent agreement and charter of the company. The fee charged by the company for providing copies cannot exceed the cost of their production.

4. Changes to the constituent documents of the company are made by decision of the general meeting of the company's participants.

Changes made to the constituent documents of the company are subject to state registration in the manner prescribed by Article 13 of this Federal Law for registration of the 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 to the body carrying out state registration.

5. In the event of a discrepancy between the provisions of the constituent agreement and the provisions of the charter of the company, the provisions of the charter of the company shall prevail for third parties and participants of the company.

Article 13. State registration of the company

The company is subject to state registration with the body carrying out state registration of legal entities in the manner established by the federal law on state registration of legal entities.

Chapter III. AUTHORIZED CAPITAL OF THE COMPANY. PROPERTY OF THE SOCIETY

Article 14. Authorized capital of the company. 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 company's authorized capital must be no less than one hundred times the minimum wage established by federal law on 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, 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.

Article 15. Contributions to the authorized capital of the company

1. A contribution to the authorized capital of a company can be money, securities, other things or property rights or other rights that have 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 accepted into the company by third parties is approved by a decision of the general meeting of the company's participants, adopted by all company participants unanimously.

If the nominal value (increase in nominal value) of a company participant’s share in the authorized capital of the company, paid for by a non-cash contribution, is more than two hundred minimum wages established by federal law on the date of submission of documents for state registration of the company or corresponding changes in the company’s charter, such contribution must be assessed an independent appraiser. The nominal value (increase in the nominal value) of the share of a company participant, paid for by such a non-monetary contribution, cannot exceed the amount of valuation of the specified contribution, determined by an independent appraiser.

If non-monetary contributions are made to the authorized capital of the company, the participants of the company and the independent appraiser, within three years from the date of state registration of the company or corresponding changes in the charter of the company, jointly and severally bear, if the company’s property is insufficient, subsidiary liability for its obligations in the amount of the overvaluation of non-monetary contributions.

The company's charter may establish types of property that cannot be a contribution to the company's authorized capital.

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 to the company as a contribution to the authorized capital, the company participant who transferred the property is obliged to provide the company, upon its request, with monetary compensation equal to the payment for the use of such the same property on similar terms for the remaining period. Monetary compensation must be provided in a lump sum within a reasonable time from the moment the company submits a request for its provision, unless a different procedure for providing compensation is established by a decision of the general meeting of the company's participants. Such a decision is made by the general meeting of the company's participants without taking into account the votes of the company participant who transferred to the company the right to use the property, which was terminated ahead of schedule, as a contribution to the authorized capital.

The constituent agreement may provide for other methods and procedures for a company participant to provide compensation for early termination of the right to use property transferred by him to the company for use as a contribution to the authorized capital.

4. Property transferred by a participant expelled or withdrawn from the company for the use of 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. Procedure for making contributions to the authorized capital of a company upon its establishment

1. Each founder of the company must make a full contribution 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. In this case, the value of the contribution of each founder of the company must be no less than the nominal value of his share. It is not permitted to relieve the founder of a 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. Increasing the authorized capital of the company

1. An increase in the authorized capital of a company is allowed only after it has been fully paid.

2. An increase in the authorized capital of a company can be carried out at the expense of the company’s property, and (or) at the expense of additional contributions of 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 into the company.

Article 18. Increasing the authorized capital of a company at the expense of its property

1. An increase in the authorized capital of a company at the expense of its property is carried out 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, unless the need for a larger number of votes to make such a decision is not provided for by the company’s charter.

A decision to increase the authorized capital of a company at the expense of the company’s property can be made only on the basis of data from 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 increasing the authorized capital of a company 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. Increasing the authorized capital of the company through additional contributions of its participants and contributions of third parties accepted into the company

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, and also establish a uniform ratio for all participants in the company between the cost of an 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 a company participant’s share can increase by an amount equal to or less than the value of his additional contribution.

Each participant in the company has the right to make an additional contribution not exceeding part of the total cost 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 clause, unless a different period is established by the company's charter or the decision of the general meeting of the company's participants.

No later than one month from the date of expiration of the period for making additional contributions, the general meeting of the company's participants must make a decision on approving the results of making additional contributions by the company's participants and on introducing changes into the constituent documents of the company related to increasing the size of the authorized capital of the company and increasing the nominal value of the shares of the company's participants who made additional contributions, and, if necessary, also changes related to changes in the size of shares of company participants. In this case, the nominal value of the share of each participant in the company who made an additional contribution increases in accordance with the ratio specified in paragraph one of this paragraph.

Documents for state registration of the changes provided for in this paragraph in the constituent documents of the company, as well as documents confirming the making of additional contributions by the company's participants, 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 company's participants 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 carrying out state registration of legal entities.

In case of failure to comply with the deadlines provided for in paragraphs three and four of this paragraph, the increase in the authorized capital of the company is considered failed.

2. The general meeting of company participants may decide to increase its authorized capital on the basis of an application from a company participant (applications of company participants) to make an additional contribution and (or), unless prohibited by the company’s charter, an application from a third party (applications from third parties) to accept him into society and making a contribution. This decision is made unanimously by all members of the company.

The application of a company participant and the application of a third party must indicate the size and composition of the contribution, the procedure and deadline for making it, as well as the size of the share that the company participant or third party would like to have in the authorized capital of the company. The application may also indicate 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 an application by a company participant (applications of company participants) to make an additional contribution, a decision must be made to introduce 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 company participant ( members of the company) who submitted an application for making an additional contribution, and, if necessary, also changes related to changes in the size of shares of the company participants. In this case, the nominal value of the share of each company participant who submitted an application to make an additional contribution increases 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 an application from a third party (applications of third parties) to accept him (them) into the company and make a contribution, a decision must be made to make changes to the constituent documents of the company related to the admission of the third party (third parties) into 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 state registration of the changes provided for in this paragraph in the constituent documents of the company, as well as documents confirming the making of additional contributions by the company's participants and contributions by third parties in full, must be submitted to the body carrying out state registration of legal entities within a month from the date of making in full the amount of additional deposits by all participants of the company and deposits 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. The specified changes in the constituent documents 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.

In case of failure to comply with the deadlines provided for in paragraph five of this paragraph, the increase in the authorized capital of the company is considered failed.

Advertisement Civil Code of the Russian Federation.

To participants of the company and third parties who have made non-monetary contributions, the company is obliged to return their deposits within a reasonable period of time, and in the event of non-return of deposits within the specified period, also to compensate for lost profits due to the inability to use the property contributed as a contribution.

Article 20. Reduction of the authorized capital of the company

1. The company has the right, and in cases provided for by this Federal Law, is obliged to reduce its authorized capital.

A decrease in the authorized capital of a company can 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) redeeming shares owned by the company.

The company does not have the right to reduce its authorized capital if, as a result of such a reduction, its size becomes less than the minimum amount of authorized capital determined in accordance with this Federal Law on 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 a 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 authorized capital of the company within a year from the moment of its state registration, the company must either announce a reduction in its authorized capital to the amount actually paid and register its reduction in the prescribed manner, or make a decision to liquidate 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 authorized capital, the company is obliged to announce a reduction in its authorized 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 is less than the minimum amount of the authorized capital established by this Federal Law on 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 the manner established by federal law and regulations issued in accordance with it.

4. Within thirty days from the date of the decision to reduce its authorized capital, the company is obliged to notify in writing about the reduction of the authorized capital of the company and its new amount to all creditors of the company known to it, and also publish it in the press organ in which data on the state registration of legal entities is published. persons, notification of the decision made. In this case, the creditors of the company have the right, within thirty days from the date of sending them a notice or within thirty days from the date of publication of a message about the decision made, to demand in writing the early termination or fulfillment of the relevant obligations of the company and compensation for losses.

State registration of a decrease in the authorized capital of a company is carried out only upon presentation of evidence of notification of creditors in the manner established by this paragraph.

5. If, in the cases provided for by this article, the company does not make a decision to reduce its authorized capital or liquidate itself within a reasonable time, creditors have the right to demand from the company early termination or fulfillment of the company’s obligations and compensation for losses. The body carrying out state registration of legal entities, or other state bodies or local government bodies, to which the right to present such a claim is granted by federal law, in these cases has the right to submit a claim to the court for the liquidation of the company.

Article 21. Transfer of a share (part of a share) of a company participant in the authorized capital of the company to other company participants and third parties

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 thereof to one or more participants of this company. The consent of the company or other participants of the company to carry out such a transaction is not required, unless otherwise provided by the charter of the company.

2. The sale or assignment in any other way by a company participant of his share (part of the share) to third parties is permitted unless this is prohibited by the company’s charter.

3. The share of a company participant may be alienated before it is fully paid only in the part in which it has already been paid.

4. Company participants enjoy the preemptive right to purchase a share (part of a share) of a company participant at the price offered to a third party in proportion to the size of their shares, unless the charter of the company or the agreement of the company participants provides for a different procedure for the exercise of this right. The company's charter may provide for the company's preemptive right to purchase a share (part of a share) sold by its participant, if other members of the company have not exercised their preemptive right to purchase a share (part of a share).

A company participant who intends to sell his share (part of the share) to a third party is obliged to notify the other participants of the company and the company itself in writing, indicating the price and other conditions of its sale. The company's charter may provide that notices to the company's participants are sent through the company. If the company's participants and (or) the company do not exercise 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 conditions 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) disproportionate 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 unanimously by all the company's participants.

When selling a share (part of a share) in violation of the preemptive right of purchase, any member of the company and (or) the company, if the company’s charter provides for the preemptive right of the company to acquire a share (part of the share), has the right, within three months from the moment the company participant or company learned or should have learned about such a violation and demand in court that the rights and obligations of the buyer be transferred to them.

The assignment of the said preemptive right is not permitted.

5. The charter of the company may provide for the need to obtain the consent of the company or the remaining participants of the company for the assignment of a share (part of a share) of a company participant to third parties in a manner other than sale.

6. The assignment of a share (part of a share) in the authorized capital of a company must be made in simple written form, if the requirement for its completion in a notarial form is not provided for by the company’s charter. 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 assignment. The acquirer of a share (part of a share) in the authorized capital of a company exercises the rights and bears the obligations of a participant in the company from the moment the company is notified of the specified assignment.

The acquirer of a share (part of a share) in the authorized capital of the company receives all the rights and obligations of a company participant that arose before the assignment of the specified share (part of a share), with the exception of the rights and obligations provided for, respectively, by the second paragraph of paragraph 2 of Article 8 and the second paragraph of paragraph 2 of Article 9 of this Federal Law. A company participant who has assigned his share (part of a share) in the authorized capital of the company bears an obligation to the company to make a contribution to the property that arose before the assignment of the specified share (part of a share), jointly and severally with its acquirer.

7. Shares in the authorized capital of the company pass to the heirs of citizens and to the legal successors of legal entities that were participants in the company.

In the event of liquidation of a legal entity - a member of the company, its share, remaining after completion of settlements with its creditors, is distributed among the participants of the liquidated legal entity, unless otherwise provided by federal laws, other legal acts or constituent documents of the liquidated legal entity.

The company's charter may provide that the transfer and distribution of shares established by paragraphs one and two of this paragraph are permitted only with the consent of the remaining participants in the company.

Before the heir of a deceased company member accepts the inheritance, the rights of the deceased company member are exercised and his duties are performed by the person specified in the will, and in the absence of such a person, the manager appointed by the notary.

8. If the company’s charter provides for the need to obtain the consent of the company’s participants for the assignment of a share (part of a share) in the authorized capital of the company to the company’s participants or third parties, for its transfer to the heirs or legal successors, or for the distribution of the share between the participants of a liquidated legal entity, such consent is considered received if, within thirty days from the date of contacting the company's participants or within another period specified by the company's charter, the written consent of all the company's participants is received or a written refusal of consent is not received from any 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 authorized capital of the company to the company's participants or third parties, such consent is considered received if within thirty days from the date of contacting the company or within another period specified by the company's charter the written consent of the company has been received or a written refusal of consent has not been received from the company.

9. When selling a share (part of a share) in the authorized capital of a company at public auction in cases provided for by this Federal Law or other federal laws, the acquirer of the specified share (part of a share) becomes a participant in the company, regardless of the consent of the company or its participants.

Article 22. Pledge of shares in the authorized capital of a company

A company participant has the right to pledge his share (part of a share) in the authorized capital of the company to another company participant or, unless prohibited by the company's charter, to a third party with the consent of the company by decision of the general meeting of company participants, adopted by a majority vote of all company participants, if a larger number is necessary votes for making such a decision are not provided for by the company's charter. The votes of a company participant who intends to pledge his share (part of the share) are not taken into account when determining the voting results.

Article 23. Acquisition by a company of a share (part of a share) in the authorized capital of the company

1. The company does not have the right 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 company participants refuse to acquire it, as well as in the event of refusal of 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 company's charter; the company is obliged to acquire, at the request of a company participant, its share (part of the share). In this case, the company is obliged to pay the company participant 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 day the company participant made such a demand, or with the consent of the company participant, give him the same property in kind cost.

3. The share of a company participant who, when establishing the company, did not make his full contribution to the authorized capital of the company on time, as well as the share of a company participant who did not provide monetary or other compensation on time, provided for in paragraph 3 of Article 15 of this Federal Law, passes to society. In this case, the company is obliged to pay the company participant the actual value of 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 company participant, give him in kind property 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 expiration date for making a contribution or providing compensation.

The charter of the company may provide that a part of the share is transferred to the company, proportional to the unpaid part of the contribution or the amount (cost) of compensation.

4. The share of a company participant expelled from the company passes to the company. In this case, the company is obliged to pay the excluded member of the company the actual value of his share, which is determined according to the company’s financial statements 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, give him in kind property of the same value .

5. If the company's participants refuse consent to the transfer or distribution of a share in the cases provided for in paragraph 7 of Article 21 of this Federal Law, if such consent is necessary in accordance with the company's charter, the share passes to the company. In this case, the company is obliged to pay the heirs of a deceased member of the company, the legal successors of a reorganized legal entity - a participant of the company or participants of a liquidated legal entity - a participant of the company, the actual value of the share, determined on the basis of the data 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 property of the same value in kind.

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 company participant at the request of its creditors, part of the share, the actual value of which was not paid by other participants of the company, passes to the company, and the rest of the share is distributed among members of the company in proportion to the payment they made.

7. A share (part of a share) passes 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 exclude a participant from the company, or receiving a refusal from any company participant in consent to the transfer of the share to the heirs of citizens (legal successors of legal entities) who were participants in the company, or to distribute it among the participants of a liquidated legal entity - a participant in the company, or payment by the company of the actual value of the share (part of the share) of the company participant at the request of its creditors.

8. The company is obliged to pay the actual value of the share (part of the share) or give in kind property of the same value within one year from the moment the share (part of the share) is transferred to the company, unless a shorter period is provided for by the charter of the company.

The actual value of a share (part of a share) is paid out of the difference between the value of the company's net assets and the size 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. Shares owned by the company

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.

Article 25. 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, foreclosure on the share (part of the share) of the company participant is carried out by its sale at public auction.

Article 26. 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.

Article 27. Contributions to the property of the company

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.

Article 28. 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.

Article 29. 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.

Article 30. 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.

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.

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.

Chapter IV. MANAGEMENT IN SOCIETY

Article 32. 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.

Article 33. 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.

Article 34. The next general meeting of company 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.

Article 35. 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.

Article 36. Procedure for convening a general meeting of company participants

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 in the preparation of 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.

Article 37. 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 vote 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.

Article 38. Decision of the general meeting of company 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.

Article 39. Decision-making on issues falling 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.

Article 40. 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.

Article 41. Collegial 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.

Article 42. 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.

Article 43. Appeal against 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.

Article 44. 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.

Article 45. 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 ongoing or proposed transactions known to them, in which they may be considered 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.

Article 46. Major transactions

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.

Article 47. 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.

Article 48. 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.

Article 49. 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.

Article 50. 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

Article 51. Reorganization of the company

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.

Article 52. 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.

Article 53. Merger of 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.

Article 54. 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.

Article 55. Spin-off of a 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.

Article 56. 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.

Article 57. Liquidation of a 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.

Article 58. 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

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.

The president
Russian Federation
B.YELTSIN

Law No. 14-FZ “On Limited Liability Companies” determines the legal status of the company, the obligations and rights of its participants, the rules of creation, liquidation and reorganization. The specifics of the transformation, formation and closure of enterprises in the areas of investment, banking, private security, insurance activities and in the production of agricultural goods are also regulated by other industry regulations.

14-FZ "On LLC" ("Guarantor")

In Art. 2 of the normative act under consideration provides basic terms and definitions. An LLC is a business enterprise formed by one or more entities, with an authorized capital divided into shares. Participants do not bear the risk of loss and do not repay the company's obligations related to its activities to the extent of the value of their contributions. Entities must pay their capital shares in full. Participants who have made only a partial investment are jointly and severally liable for the obligations of the enterprise to the extent of the value of the outstanding part of the contribution.

Company Features

Law No. 14-FZ “On Limited Liability Companies” provides that a company must have separate property, which is accounted for on an independent balance sheet. An enterprise can acquire and exercise non-property and property rights on its own behalf, be liable for its obligations, and represent its interests in court as a defendant or plaintiff. The company can conduct any activity that is not prohibited by regulations and does not contradict the purposes of its creation established in the charter. Certain types of operations can only be performed with a license (permit).

Law No. 14-FZ “On Limited Liability Companies” establishes that an enterprise is considered formed from the date of its state registration according to the rules provided for in current regulations. A company is created for an indefinite period, unless otherwise specified in the charter.

Personalization

Law No. 14-FZ “On LLC” (current version) requires the enterprise to have a round seal in the official language of the state and indicating its location. The company may have forms and stamps with its name, emblem, trademark, etc.

In accordance with the Federal Law "On Limited Liability Companies", an enterprise must have a full name and may have an abbreviated name. There are certain requirements for the name. In particular, the name must necessarily contain the phrase “limited liability”; in the abbreviated version it is allowed to use an abbreviation. Other requirements for the name are determined by the provisions of the Civil Code.

Specifics of fulfillment of obligations

In accordance with Federal Law No. 14, the company is responsible for its actions with all the property belonging to it. The enterprise does not fulfill the obligations of its participants. In the event of bankruptcy (insolvency) of a company due to the fault of investors or other persons who have the right to give instructions binding on it, or the ability to determine its actions, those responsible for the insufficiency of the company's property are assigned subsidiary liability.

Representative offices and branches

According to the Federal Law "On Limited Liability Companies", an enterprise has the right to form separate divisions. Relevant decisions are made at a meeting of participants. A resolution is considered approved if it is supported by a majority (at least 2/3) of the total number of votes, unless a different number is established in the charter.

The formation of representative offices and branches is carried out in compliance with the requirements provided for by the 14th Federal Law “On Limited Liability Companies” and other regulations, and abroad - the legal provisions of the state on whose territory the divisions are formed, unless otherwise provided in international treaties.

These organizations do not act as legal entities. Their activities are carried out in accordance with the regulations approved by the main enterprise. A representative office of an LLC is a division that is located outside the location of the enterprise. It acts in the interests of the company and ensures their protection. A branch is a division located outside the location of the LLC and performing all or part of its functions. This includes representation. The appointment of management of divisions is carried out by the company. To exercise their powers, they are issued a power of attorney.

Affiliated companies

They have the rights of a legal entity and are formed both on the territory of the Russian Federation and abroad. A company is considered a subsidiary if the main enterprise has the ability to determine decisions that are approved by it. Such a right may arise by virtue of a concluded agreement, predominant participation in capital or for other reasons. is not liable for the obligations of the parent company. The main undertaking may issue instructions that are binding on it. At the same time, it is jointly and severally liable with it for transactions made during the execution of these orders. In the event of the insolvency of a subsidiary due to the fault of the main enterprise, provision is made for the latter for its debts if its property was insufficient for this. Participants can demand compensation from the main company for losses caused by its fault.

Dependent companies

As such, Law No. 14-FZ “On Limited Liability Companies” (latest edition) recognizes companies whose authorized capital is more than 20% owned by the main enterprise. The company that acquired the specified share is obliged to disclose information about it. For this purpose, information is published in the official publication containing data on state registration of legal entities. The relevant information must be made public as soon as possible after the transaction is completed.

Participants

According to Law No. 14-FZ “On Limited Liability Companies,” they can be legal entities and citizens. Certain individuals may be prohibited or restricted from participating. Government agencies and local government structures do not have the right to join an LLC, unless otherwise provided by federal legislation. An enterprise can be founded by one person. It thus becomes the only participant. A company can be formed by several persons. In the course of its activities, an enterprise can become a company with one participant. The maximum number of founders cannot be more than 50. If the number of participants exceeds this, within a year the enterprise must be transformed into an OJSC. If this order is not fulfilled, and the number of entities is not reduced, the company may be liquidated in court in accordance with the requirements of the registration authority or other authorized bodies.

Participants' rights

The Federal Law “On Limited Liability Companies” (current version) provides for the following legal options:

1. Participate in the management of the current affairs of the enterprise according to the rules provided for in the regulatory act in question and the company’s charter.
2. Obtain information about the activities of the company, study its accounting and other documentation.
3. Participate in the distribution of profits. According to 14-FZ “On LLC”, dividends are paid based on the results of the reporting period.
4. Sell ​​or otherwise alienate your share or part of it in the capital to other participants or other persons.
5. Leave the society. This can be done by the participant selling his share (if this possibility is provided for in the charter) or by presenting a requirement for the enterprise to acquire his contribution in the cases established in the regulatory act.
6. Receive part of the property when the Participant has the right to purchase material assets remaining after settlements with creditors. During liquidation, in accordance with 14-FZ "On LLC", an independent appraiser performs the proper calculations. In exchange for the property, the participant has the right to demand its value.

Additional features

They may be provided for by the charter of the enterprise at the time of establishment or provided by decision of the meeting adopted unanimously. Additional rights upon alienation of a participant's share or part thereof do not pass to the acquirer. Their termination or restriction in relation to all participants is carried out on the basis of a decision adopted unanimously at the meeting, in relation to a specific subject - by a majority (at least 2/3) of all voters. In the latter case, the subject must give written consent or vote for approval of the resolution. The Participant may waive additional rights granted to him by sending appropriate notice.

Responsibilities

In accordance with 14-FZ "On LLC", participants of the enterprise must:

1. Make payments for shares in the capital of the company in the amounts, manner and terms determined by the regulatory act and the constituent agreement.
2. Maintain confidentiality of information about the company's activities.

Additional responsibilities may be established in the charter of the enterprise upon its establishment or assigned to the subjects by decision of the meeting. If they are provided for a specific entity, upon alienation of its share or part thereof, they do not pass to the acquirer.

Establishment of an enterprise

The formation of a society is carried out in accordance with the decision of the meeting. If there is only one founder, then it is accepted by him alone. The decision reflects the results of voting on issues related to the organization of the enterprise, the appointment/election of executive bodies, the formation of an audit commission, if these structures are mandatory or provided for in the charter.

When establishing a company by one entity, the amount of capital, the period and procedure for its payment, the nominal value and the size of the share must be determined. The participants enter into a written agreement that establishes the rules for conducting joint activities. The agreement also determines the amount and term of payment of shares.

Charter

It acts as the constituent document of the enterprise. The charter must indicate:

1. Company name (abbreviated and full).
2. Location data.
3. Information on the competence and composition of executive bodies, including on issues relating to their exclusive jurisdiction, and on the procedure for their decision-making.
4. Data on the amount of capital.
5. Responsibilities and rights of participants.
6. Information about the rules and consequences of the withdrawal of entities from the company, if such a possibility is provided.
7. Data on the procedure for transferring the entire share or part of it to another person.
8. Rules for storing documentation and providing information to other entities.
9. Other information of significant importance.

Capital

It is formed from the nominal price of the participants' shares. The amount of capital must be at least 10 thousand rubles. Its size, as well as the cost of shares, is determined in rubles. Capital determines the minimum amount of property that ensures the fulfillment of obligations to creditors. The size of the share of participants is determined as a fraction or as a percentage. It must correspond to the ratio of its nominal value and the amount of capital. The articles of association may provide for a limitation on the maximum size of the share. Its actual value must correspond to part of the price of the enterprise’s net assets, proportional to the size of the deposit. Limits on the size of shares can be established for individual participants of the company in the charter at the time of establishment, and can also be included in the document, amended or excluded from it based on a decision of the meeting adopted unanimously.

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 from the Federal Chamber of Notaries dated June 21, 2010 and recommendations on the application of certain norms of this Federal Law

On some issues of 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 made to Federal Law No. 14-FZ of February 8, 1998 “On Limited Liability Companies”, coming into force on 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 paragraph 2 of Article 1 of this Federal Law, which comes 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 paragraph 3

3. Relations related to the execution by foreign investors or a group of persons, which includes a foreign investor, of transactions with shares constituting the authorized capital of a limited liability company, which is 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 making foreign investments in business entities 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 to Article 2 of this Federal Law

Information about changes:

Federal Law of December 30, 2008 N 312-FZ, paragraph 1 of Article 2 of this Federal Law is stated in a new wording, which comes 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 a business 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, within the value of their shares in the authorized capital of the company.

Participants of the company who have not fully paid for the shares bear joint liability for the obligations of the company within the value of the unpaid portion of their shares in the authorized capital of the company.

2. The company owns separate property, which is accounted for on its independent balance sheet, and can, in its own name, acquire and exercise property and personal non-property rights, bear responsibilities, and be a plaintiff and defendant in court.

A company may have civil rights and bear civil responsibilities necessary to carry out 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 company’s charter.

The company may engage in certain types of activities, the list of which is determined by federal law, 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 the requirement to carry out such activity as exclusive, the company during the period of validity of the special permit (license) has the right to carry out only the types of activities provided for by the special permit (license) and related types of activities.

3. The company is considered created 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 established by its charter.

4. The Company has the right to open bank accounts in the prescribed manner on the territory of the Russian Federation and abroad.

Information about changes:

Federal Law No. 82-FZ of April 6, 2015 sets out paragraph 5 of Article 2 of this Federal Law in a new wording

See the text of the paragraph in the previous edition

5. The company has the right to have a seal, stamps and forms with its name, its own emblem, as well as a trademark registered in the prescribed manner and other means of individualization. Federal law may provide for the obligation of a company to use a seal.

Information about the presence of a seal must be contained in the company's charter.

Article 3. Responsibility of society

See Encyclopedias and other comments to Article 3 of this Federal Law

1. The company is liable for its obligations with all its property.

2. The company is not responsible for the obligations of its participants.

3. In the event of insolvency (bankruptcy) of a company through 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 insufficiency of the company’s property may be assigned subsidiary liability for his 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 responsible for the obligations of the Russian Federation, constituent entities of the Russian Federation and municipalities.

Article 4. Company name and location

See Encyclopedias and other comments to Article 4 of this Federal Law

Information about changes:

Federal Law No. 231-FZ of December 18, 2006 introduced amendments to paragraph 1 of Article 4 of this Federal Law, which come into force on January 1, 2008.

See the text of the paragraph in the previous edition

1. The company must have a full and has the right to have an abbreviated corporate name in Russian. The Company also has the right to have a full and (or) abbreviated corporate 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 corporate name of the company in Russian and in the languages ​​of the peoples of the Russian Federation may contain foreign language 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 company's corporate name 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 to Article 5 of this Federal Law

1. A 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, unless the need for a larger number of votes to make such a decision is provided for by the company’s charter.

The creation by the company of branches and the opening of representative offices on the territory of the Russian Federation are 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 division, located outside the location of the company and performing all or part of its functions, including the functions of a representative office.

3. A representative office of a company is its separate division, 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 regulations approved by the company. A branch and 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. The responsibility for the activities of the branch and representative office of the company lies with the company that created them.

5. The charter of the company must contain information about its branches and representative offices. Messages about changes in the company's charter and 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 company's charter come into force for third parties from the moment of notification of such changes to the body carrying out state registration of legal entities.

Article 6. Subsidiaries and dependent companies

See Encyclopedias and other comments to Article 6 of this Federal Law

1. A company may have subsidiaries and dependent business companies with the rights of a legal entity, created 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 was created or a dependent business 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, due to its predominant participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise has the opportunity to determine the decisions taken by such company.

3. The subsidiary is not liable for the debts of the main business company (partnership).

The main business company (partnership), which has the right to give mandatory instructions to its subsidiary, is jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions.

In the event of insolvency (bankruptcy) of a subsidiary through the fault of the main business company (partnership), the latter bears subsidiary liability for its debts if the subsidiary's property is insufficient.

Participants in a subsidiary have the right to demand compensation from the parent company (partnership) for losses caused to the subsidiary through its fault.

4. A company is recognized as dependent if another (predominant, participating) business 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 authorized capital of another limited liability company is obliged to immediately publish information about this in the press organ in which data on state registration of legal entities is published.

See the diagram "Subsidiaries and dependent companies"

Article 7. Society members

See Encyclopedias and other comments to Article 7 of this Federal Law

1. Participants of the company can be citizens and legal entities.

Federal law may prohibit or limit the participation of certain categories of citizens in societies.

2. State bodies and local self-government bodies do not have the right to act as participants in companies, unless otherwise established by federal law.

A company can be founded by one person, who becomes its sole participant. The company may subsequently become a single-member company.

A company cannot have another business company consisting of one person as its sole participant.

The provisions of this Federal Law apply to companies with one participant insofar as this Federal Law does not provide otherwise and insofar as this does not contradict the essence of the relevant relations.

3. The number of company participants 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 transformed and the number of participants in the company does not decrease to the limit established by this paragraph, it is subject to liquidation in court at the request of the body carrying out state registration of legal entities, or other state bodies or local government bodies, which have the right to present such a requirement is provided by federal law.

Article 8. Rights of company participants

See Encyclopedias and other comments to Article 8 of this Federal Law

Information about changes:

Federal Law No. 312-FZ of December 30, 2008 amended paragraph 1 of Article 8 of this Federal Law, which comes 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 established 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 your share or part of the share in the authorized capital of the company to one or more participants of 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 your share to the company, if such a possibility is provided for by the company's charter, 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 paragraph 2 of Article 8 of this Federal Law, which comes 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 the company may provide for other rights (additional rights) of the participant(s) of the company. These rights may be provided for by the charter of the company upon its establishment or granted to a participant (participants) of the company by decision of the general meeting of participants of the company, adopted unanimously by all participants of the company.

Additional rights granted to a specific member of the company, in the event of alienation of his share or part of the share, are not transferred to the acquirer of the share or part of the share.

Termination or restriction of additional rights granted to all participants of the company is carried out by decision of the general meeting of participants of the company, adopted unanimously by all participants of the company. Termination or restriction of additional rights granted to a specific company participant is carried out by decision of the general meeting of company participants, adopted by a majority of at least two-thirds of the total number of votes of company participants, provided that the company participant who owns such additional rights voted for the adoption of such decisions or gave written consent.

A member of the company who has been granted additional rights may refuse to exercise the additional rights belonging to him by sending a written notice to the company. From the moment the company receives this notification, the additional rights of the company participant are terminated.

Information about changes:

Federal Law No. 205-FZ of July 19, 2009 amended paragraph 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 enter into an agreement on the exercise of the rights of the company’s participants, 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 the company’s participants, and agree on a 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 the occurrence of certain circumstances, as well as carry out 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. Responsibilities of company participants

See Encyclopedias and other comments to Article 9 of this Federal Law

Information about changes:

Federal Law No. 200-FZ of July 11, 2011 amended paragraph 1 of Article 9 of this Federal Law

See the text of the paragraph in the previous edition

1. Members of the company are obliged to:

pay for shares in the authorized capital of the company in the manner, in the amounts 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 there is a requirement to ensure its confidentiality.

Members of the company also bear other responsibilities provided for by this Federal Law.

Information about changes:

Federal Law No. 312-FZ of December 30, 2008 amended paragraph 2 of Article 9 of this Federal Law, which comes into force on July 1, 2009.

See the text of the paragraph in the previous edition

2. In addition to the duties provided for by this Federal Law, the charter of the company may provide for other duties (additional duties) of the participant (participants) of the company. These responsibilities may be provided for by the charter of the company upon its establishment or assigned to all participants of the company by decision of the general meeting of participants of the company, adopted unanimously by all participants of the company. The assignment of additional responsibilities to a specific company participant is carried out by decision of the general meeting of company participants, adopted by a majority of at least two-thirds of the votes of the total number of votes of the company participants, provided that the company participant who is assigned such additional responsibilities voted for such a decision or gave written agreement.

Additional obligations assigned to a specific participant in the company, in the event of alienation of his share or part of the share, are not transferred to the acquirer of the share or part of the share.

Additional duties may be terminated by a decision of the general meeting of company participants, adopted unanimously by all company participants.

Article 10. Expulsion of a company participant from the company

See Encyclopedias and other comments to Article 10 of this Federal Law

On the practice of arbitration courts considering disputes related to the exclusion of a participant from an LLC, see information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated May 24, 2012 N 151

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 Civil Code of the Russian Federation does not contain an indication of the size of the share of company participants to exercise the right to demand the exclusion of another participant from the company

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.