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FEDERAL LAW
ON LIMITED LIABILITY COMPANIES
April 2009
Moscow
Tel: +7 495 787 2700
moscow.office@bakernet.com
Saint Petersburg
Tel: +7 812 303 9000
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2009 Baker & McKenzie
All rights reserved.
FEDERAL LAW
ON LIMITED LIABILITY COMPANIES
April 2009
2009
Translation note
As inevitable with any translation, this translation has discrepancies between the English and the
original Russian text which arise from the differences between everyday usage and legal terms,
and grammatical structure. In some cases, we have chosen to use Anglo-American legal terms and
grammatical structure. In other cases, when a Russian legal term of art does not translate easily
into English, we have used a term which, in our opinion, best suits the context. Readers of the translation should bear in mind, however, that such terms, both English and Russian, may carry a range
of assumptions and inferences that might not exist in the other language. Ultimately, reference to
the Russian original is necessary.
While we believe that this translation of the Federal Law On Limited Liability Companies is the
most accurate and readable yet produced, if a substantive error exists in the translation which is not
explained by the above comments, please contact us.
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FEDERAL LAW
ON LIMITED LIABILITY COMPANIES
Passed by the State Duma on January 14, 1998
Approved by the Federation Council on January 28, 1998
(as amended on Juy 11, 1998, December 31, 1998, March 21, 2002,
December 29, 2004, July 27, 2006, December 18, 2006, April 29, 2008,
October 27, 2008, December 30, 2008*)
14 1998
28 1998
( 11 1998 ., 31 1998 ., 21 2002 .,
29 2004 ., 27 2006 ., 18 2006 ., 29 2008 .,
27 2008 ., 30 2008 .*)
, 1 2009
Table of Contents
Translation Note
FEDERAL LAW
ON LIMITED LIABILITY COMPANIES
I.
1. ,
2.
3.
4.
5.
6.
7.
8.
9.
10.
II.
18
11.
18
12.
20
13. 22
III.
.
22
14. .
15.
16.
17.
18.
19.
,
22
9
10
11
12
13
14
15
17
18
23
25
26
26
27
20.
31
21.
34
22.
47
23.
24. ,
25.
49
58
26.
27.
28.
29.
.
30.
31.
III.1.
63
31.1. 63
IV.
64
32.
33.
34.
35.
36.
37.
38.
,
( )
39. ,
,
40.
41.
42.
43.
64
68
55
57
59
60
61
62
62
69
69
71
73
76
77
77
78
79
79
44.
( )
,
,
45.
46.
47. ()
48.
49.
50.
V. 90
51.
52.
53.
54.
55.
56.
57.
58.
90
92
93
94
94
95
96
97
VI.
97
59.
97
80
81
85
87
88
89
89
FEDERAL LAW
ON LIMITED LIABILITY COMPANIES
14 1998
28 1998
( .
11.07.1998 N 96-,
31.12.1998 N 193-,
21.03.2002 N 31-,
29.12.2004 N 192-,
27.07.2006 N 138-,
18.12.2006 N 231-,
29.04.2008 N 58-,
30.12.2008 N 312-,
.,
27.10.2008 N 175-)
I.
1. ,
1.
,
,
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2. , ,
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.
3. ,
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,
2.The specifics of the legal status and procedures for the establishment, reorganization, and liquidation of limited liability companies in the
fields of banking, insurance, investment, and agricultural production are determined by federal
laws.
3.Relationships involving execution by foreign
investors or by a group of persons including a
foreign investor of transactions with participation interests comprising the charter capital of a
limited liability company of strategic significance for national defense and security and with
gaining control over such companies by foreign
,
,
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(. 3
29.04.2008 N 58-)
2.
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30.12.2008 N 312-)
2. , ,
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2. A company owns assets which must be recorded on its balance sheet, and may, in its own
name, acquire and exercise property and personal rights, assume obligations, and act as a plaintiff or a defendant in court.
A company may have such civil rights and assume such civil obligations as may be necessary
to conduct any types of activities, which are not
prohibited by federal laws, unless such rights
and obligations contradict the scope and purposes of the companys activities, as expressly limited by its charter.
A company may engage in certain types of activities, the list of which is set forth by a federal
law, solely by virtue of a special authorization
(license). If obtaining of such authorization (license) for a certain type of activities is conditional upon the latter being the companys sole
business, the company is allowed, within the
term of such special authorization (license), to
engage only in those types of activities which
are provided for in the special authorization (license), as well as auxiliary activities.
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( . 18.12.2006 N
231-)
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18.12.2006 N 231-)
2.
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( . 21.03.2002 N
31-)
3. . -
11
21.03.2002 N 31-.
5.
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3.
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4.
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12
5. The charter of a company must contain information on its branches and representative offices. The state authority responsible for the state
registration of legal entities must be notified of
the amendments incorporated into the company
charter reflecting changes to the information
about its branches and representative offices.
These amendments to the company charter become effective for third parties with the notification of the authority responsible for the state
registration of legal entities of such amendments.
5. .
,
.
, .
6.
1. A company may have subsidiary and dependent business companies vested with the rights
of a legal entity established on the territory of
the Russian Federation in accordance with this
Federal Law and other applicable federal laws,
and outside the Russian Federation also in accordance with the applicable legislation of the
foreign jurisdiction where the respective subsidiary or dependent business company is organized, unless otherwise is provided for in the
international agreements to which the Russian
Federation is a party.
1.
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Upon the acquisition of more than twenty percent (20%) of the voting shares in a joint stock
company or more than twenty percent (20%) of
the charter capital of another limited liability
company, a company must promptly publish a
relevant announcement in a periodical where the
information on the state registration of legal entities is published.
4. ,
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.
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.
7.
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2.
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3.
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A company may be established by a single person who will then become its sole participant. A
company may later become a company with the
sole participant.
A company may not have as its sole participant
another company comprised of a single person.
The provisions of this Federal Law apply to
companies with the sole participant, unless otherwise is provided for hereunder or contradicts
the substance of the relevant relationships.
14
.
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8.
1. :
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( . 30.12.2008 N
312-)
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( . 30.12.2008 N
312-)
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312-)
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( . 30.12.2008 N
312-)
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15
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2. In addition to the rights provided for by this 2. , Federal Law, the charter of a company may ,
grant other (i.e. additional) rights to its partici- (pant(s). Such rights may be set out in the com- ) () pany charter at the companys establishment or .
subsequently granted to its participant(s) by a
decision of the companys general participants
meeting passed by all company participants una- ()
nimously.
,
.
The additional rights granted to a particular ,
company participant do not pass to the acquirer , of the participation interest of such participant
or a portion thereof, should such participation interest or the portion thereof be disposed of.
.
(as restated by Federal Law No. 312-FZ dated ( . 30.12.2008 N
December 30, 2008)
312-)
The termination or restriction of any of the ad- ditional rights granted to all company partici- , pants is subject to a decision of the companys ,
general participants meeting passed by all com- pany participants unanimously. The termination , or restriction of any of the additional rights gran- .
ted to a particular company participant is sub- , ject to a decision of the companys general participants meeting passed by at least two- ,
thirds majority vote of the total number of votes ,
held by the company participants, provided that
the holder of such additional rights votes in favor of, or gives its written consent to, such de- , , ,
cision.
, .
A company participant who has been granted ad- , ditional rights may waive such rights by a writ- , ten notice to the company. Upon the receipt of
such notice by the company, the additional rights , of such companys participant are deemed ter- . minated.
.
3.The companys founders (participants) may 3. ()
enter into an agreement on the exercise of their
rights as the company participants, whereby they , undertake to exercise and/or to refrain from
exercising their rights in a certain manner, inter () alia, to vote at the companys general partici- , pants meetings in a certain manner, to agree
upon voting options with other participants, to , -
16
sell their participation interests or portions thereof at a certain price as fixed in the agreement
and/or upon the occurrence of certain conditions
or to refrain from disposing their participation
interests or portions thereof pending the occurrence of certain conditions, and to take other
concerted actions associated with the management, establishment, operations, reorganization,
and liquidation of the company. The agreement
is to be in writing and to be made through the
execution of a single document signed by the
parties.
(Article 3 added by Federal Law No. 312-FZ
dated December 30, 2008)
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30.12.2008 N 312-)
9.
1. :
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( . 30.12.2008 N
312-)
.
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2. In addition to the obligations imposed by this 2. ,
Federal Law, the charter of a company may pro- , vide for other obligations (i.e. additional obliga- tions) of the company participant(s). Such
(
)
obligations may be set out in the company char- () .
ter at the companys establishment or imposed
on all company participants by a decision of the
companys general participants meeting passed
by all company participants unanimously. The imposition of any additional obligations on any , particular company participant is subject to a de-
.
cision of the companys general participants meeting passed by at least two-thirds majority
vote of the total number of votes held by the company participants, provided that the partici- ,
pant to bear such additional obligations votes in
favor of, or gives its written consent to, such de- , ,
cision.
,
,
17
The additional obligations imposed on a particular company participant do not pass to any acquirer of the participation interest of such
participant or a portion thereof, should such the
participation interest or the portion thereof be
disposed.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
Any additional obligations may be terminated
by a decision of the companys general participants meeting passed by all company participants unanimously.
.
,
,
.
( . 30.12.2008 N
312-)
,
.
10.
,
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() .
II.
11.
1.
.
.
.
2.
,
,
,
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( . 30.12.2008 N
312-)
18
Law.
At the companys establishment, its founder(s)
may or, if applicable legislation requires that the
company should be subject to external audits,
must approve an external auditor.
.
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Should a company be established by a sole founder, the decision on the companys establishment must determine the size of its charter
capital, the procedure and period for its payment, and the size and nominal value of the founders participation interest.
3. The decisions on the establishment of a company, approval of the company charter, approval of the monetary value of the securities, other
assets, property rights, or other rights having
monetary value, which are to be contributed by
the company founders as the payment for their
participation interests in its charter capital, are
passed by the company founders unanimously.
4. The decisions on the election of the governing
bodies of a company, the formation of its internal audit commission or the election of its internal auditor, and the approval of its external
auditor are passed by at least three-fourths majority vote of the total number of votes held by
the company founders.
Unless the size of the participation interest of
each of the companys founders is already determined by the time of the election of its governing bodies, the formation of its internal
audit commission or the election of its internal
auditor and the approval of its external auditor,
each company founder has one vote during voting.
5. The founders of a company enter into a foundation agreement in writing, which shall set
forth terms of their joint activities towards foundation of the company, the size of the companys charter capital, the size and nominal value
of the participation interest of each of the company founders, and the amount of contributions
payable for such participation interests and procedure and term for their payment.
The foundation agreement of a company is not
considered as its constitutional document.
6. The founders of a company are jointly and severally liable for their obligations related to the
establishment of the company and arising prior
5. ,
,
,
,
,
.
.
6.
,
19
7.The specifics of the establishment of a company with foreign equity participation are provided by a federal law.
8.The information on the size and nominal value
of the participation interest of each company
participant is subject to inclusion into the unified state register of legal entities in accordance
with the federal law on the state registration of
legal entities. The information to be included at
the companys establishment on the nominal values of the participation interests of the company
participants is determined on the basis of the respective provisions of its foundation agreement
or its sole founders resolution, including in the
cases where the participation interests have not
been paid in full and are subject to payment in
the manner and within the periods prescribed by
this Federal Law.
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( . 30.12.2008 N
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5. c 1 2009 . - 30.12.2008 N 312-.
13.
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III. .
Article 14. Company Charter Capital. Participation Interests in Company Charter Capital
14. .
1.
.
.
( . 30.12.2008 N
312-)
.
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2. .
.
,
22
If the charter of a company contains any restrictions specified in this Article 14.3, the party having acquired a participation interest in the
companys charter capital in breach of any of the
relevant requirements of this Article 14.3 and the
corresponding provisions of the company charter may only vote at a companys general participants meeting with that portion of its
participation interest which does not exceed the
maximum size of a participation interest that
may belong to a company participant.
(The paragraph added by Federal Law No. 312FZ dated December 30, 2008)
3.
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30.12.2008 N 312-)
15.
( . 30.12.2008 N
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1. Payment for participation interests in the charter capital of a company may be in the form of
cash, securities, other property, or property
rights, and other rights having monetary value.
1. , ,
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2. ,
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23
contribution must be appraised by an independent appraiser. The nominal value, or the increase in the nominal value, of the participants
participation interest paid for in kind may not
exceed the value of such contribution as determined by the independent appraiser.
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19
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Where participation interests in the charter capital of a company were paid for in kind, its participants and the independent appraiser, in the
event that the assets of the company prove insufficient, jointly and severally bear subsidiary
liability for the companys obligations to the extent by which the value of such in-kind payment
was overstated, for three years since the companys state registration or incorporation of the
amendments to its charter, as provided by Article 19 of this Federal Law.
24
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Article 16. Procedure for Payment for Participation Interests in Company Charter Capital at its Establishment
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
16.
( . 30.12.2008 N
312-)
1. Each company founder must pay for its participation interest in the companys charter capital in full within the period prescribed in the
companys foundation agreement or in a company with a sole founder in the latters resolution on the companys establishment, which may
not exceed one year after the companys state registration. The participation interest of each founder of the company may be paid in for the
price which may not be less than the participation interests nominal value.
No company founder may be excused from the
obligation to pay for its participation interest in
the companys charter capital, whether by way
of set-off of its claims against the company or
otherwise.
(Article 1 restated by Federal Law No. 312-FZ
dated December 30, 2008)
2. By the state registration of a company, at least
fifty percent (50%) of its charter capital must be
paid up by the founders.
1.
,
.
.
,
.
(. 1 .
30.12.2008 N 312-)
2.
.
3. -
25
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(. 3
30.12.2008 N 312-)
17.
1. An increase of the charter capital of a company may only be made after the companys
charter capital is fully paid up.
2. An increase of the charter capital of a company may be performed using companys own
assets and/or by virtue of additional contributions of its participants and/or (unless prohibited by the company charter) by means of
contributions of third parties newly admitted to
the company.
1.
.
18.
1. The charter capital of a company may be increased using its own assets by the decision of
the companys general participants meeting passed by at least two-thirds majority vote of the
total number of votes held by the company participants, unless a greater majority vote for such
decisions is required under the company charter.
1.
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30.12.2008 N 312-)
19.
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27
vote for such resolution is required by the company charter. Such resolution must provide for
the total value of the additional contributions
and a ratio between the value of the additional
contribution of a company participant and the
amount of the increase in the nominal value of
its participation interest, which ratio shall be the
same for all participants. Such ratio is determined on the basis that the nominal value of the
participation interest of a company participant
may increase by an amount equal to or less than
the value of such participants additional contribution.
.
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2.
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2.1.
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30
1
.
2.2. Should the terms stipulated by sub-paragraph 3 of paragraph 1, sub-paragraph 5 of paragraph 2 and paragraph 2.1 of this Article 19
not be complied with, the relevant increase of
the charter capital of a company is deemed to
have not taken place.
(Article 2.2 added by Federal Law No. 312-FZ
dated December 30, 2008)
3. If an increase of the charter capital of a company does not take place, the company must return to those company participants and third
parties who made cash contributions within reasonable time such contributions and, failing to
do so within such term, must also pay interest in
the manner and within the term prescribed by
Article 395 of the Civil Code of the Russian Federation.
The company must within reasonable time return the in-kind contributions to its participants
and third parties having made such contributions
and, failing to do so within such term, must also
reimburse them for the profits lost through their
inability to use the assets thus contributed.
.
(. 2.1
30.12.2008 N 312-)
2.2. , 1, 2 2.1
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(. 2.2
30.12.2008 N 312-)
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32
uncement that the companys respective obligations be either terminated or accelerated and that
the associated damages to be compensated.
.
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.
(
30.12.2008 N 312-)
.
(
30.12.2008 N 312-)
5. , ,
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,
.
The state registration of a decrease in the charter capital of a company may only be carried out
upon the provision of evidence that the relevant
notifications have been sent to its creditors in the
manner prescribed in this Article 20.4.
The documents required for the state registration
of the amendments to the charter of a company
in connection with a decrease of its charter capital and the consequent reduction of the nominal value of the participation interests of its
participants are to be filed with the authority responsible for the state registration of legal entities
within one (1) month of the date on which the
last notices of the charter capital decrease and
its new size was sent to its creditors.
(Paragraph added by Federal Law No. 312-FZ
dated December 30, 2008)
Such amendments become effective for third
parties upon their state registration.
(Paragraph added by Federal Law No. 312-FZ
dated December 30, 2008)
5. Unless a company resolves to decrease its
charter capital or to be liquidated as provided for
in this Article 20, its creditors may require that
the companys obligations be terminated or accelerated and that the associated damages be
compensated. In such case the company may be
subject to liquidation through judicial proceedings at the claim of the authority responsible
for the state registration of legal entities, or other
state or municipal bodies entitled to bring such
claims under a federal law.
33
Article 21. Transfer of Company Participant's Participation Interest or Portion Thereof in Company Charter Capital to Other
Company Participants and Third Parties
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
21.
1.
,
.
2.
.
,
.
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.
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( . 30.12.2008 N
312-)
4.
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34
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The charter provisions granting company participants or the company the preemptive right to
purchase a participation interest in its charter capital or a portion thereof at the predetermined
price may be introduced to the company charter
when the company is established or when the
company charter is amended by a resolution of
the companys general participants meeting passed by all company participants unanimously.
The charter provisions granting the preemptive
right to purchase a participation interest in the
charter capital or a portion thereof at the predetermined price may be excluded from the company charter by a resolution of the companys
general participants meeting passed by a twothirds majority vote of the total number of votes
held by all company participants.
35
,
,
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,
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.
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.
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.
.
-
The charter of a company may provide for a possibility to offer a participation interest or a portion thereof in its charter capital to all company
participants other than on a pro rata basis. The
provisions establishing terms for the exercise by
the company participants of the preemptive right
to purchase a participation interest in its charter
capital or a portion thereof other than on a pro
rata basis may be introduced to the company
charter at the companys establishment or when
amending the company charter by a resolution
of the companys general participants meeting
passed by all company participants unanimously. Such provisions may be excluded from the
company charter by a resolution of the companys general participants meeting passed by a
two-thirds majority vote of the total number of
votes held by all company participants, unless a
greater majority vote for such resolution is required under the company charter.
The company charter may not provide simultaneously for the preemptive right to purchase a
participants participation interest or a portion
thereof for the price offered to a third party and
the preemptive right to purchase a company participants participation interest or a portion thereof at the predetermined price. It is prohibited
to grant the preemptive right at the predetermined price in favor of a particular company participant or in respect of only a certain
36
.
.
5. ,
,
,
.
. , ,
, . ,
.
,
.
.
.
The preemptive rights to purchase a participation interest or a portion thereof may not be assigned.
5. A company participant intending to sell its
participation interest in the companys charter
capital or a portion thereof to a third party must
notify the other company participants and the
company by submitting to them (at its own
costs) through the company the relevant offer,
which shall indicate the price and other conditions of the contemplated sale. The offer to sell
the participation interest in the companys charter capital or a portion thereof is deemed received by all company participants at the moment
of its receipt by the company. Such offer may be
accepted by any person being a company participant at the time of such acceptance as well as
by the company in cases provided for in this Federal Law. The offer is deemed to have not been
received if the company participant receives a
recall notice on or before the date of its receipt
by the company. Any recall of an offer to sell a
participation interest or a portion thereof after
the offers receipt by the company is only possible with the consent of all company participants, unless provided otherwise by the
company charter.
Company participants may choose to exercise
the preemptive right to purchase a participation
interest in the companys charter capital or a portion thereof within thirty (30) days of the date of
the receipt of the respective offer by the company. The charter of a company may provide for
a longer period for the exercise of the preemptive right to purchase a participation interest
in the companys charter capital or a portion thereof.
If the charter of a company grants the company
the preemptive right to purchase a participation
interest in its own charter capital or a portion
thereof, it must establish periods for the exercise
of the preemptive right to purchase a participation interest or a portion thereof by the company
participants and by the company itself.
Should certain company participants waive their
preemptive right to purchase a participation interest or a portion thereof in the companys char-
, ,
.
-
37
, .
or the expiry of the period reserved for the exercise of the preemptive right.
Waivers by the company participants of their
preemptive right to purchase a participation interest or a portion thereof must be delivered to
the company before the expiry of the period reserved for the exercise of such right in accordance with Article 21.5 of this Federal Law. The
waiver of the companys preemptive right as
provided for by the company charter to purchase
a participation interest or a portion thereof in its
own charter capital must be delivered to the
company participant who has submitted an offer
to sell such participation interest or a portion
thereof by the companys sole executive body
within the period established in the company
charter, unless this issue rests in the competence
of another governing body of the company in accordance with the company charter.
7. In the event the company participants or the
company itself do not exercise their preemptive
right to purchase a participation interest or a portion thereof on offer in the companys charter
capital, within thirty (30) days of the date of the
receipt of the respective offer by the company
(unless a longer period is reserved by the company charter) whether as a result of exercising
6.
,
,
:
, ;
.
,
5 .
,
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.
7. ,
,
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38
by some company participants of their preemptive right to purchase in respect of other than
the entire participation interest or the entire portion thereof, being sold, or as a consequence of
waiver by some company participants or by the
company itself of the preemptive right to purchase the participation interest or the portion thereof in the companys charter capital, the
remainder of the participation interest or of the
portion thereof may be sold to a third party for
the price equal to or exceeding the price set out
in the offer with respect to the company and its
participants and on the conditions communicated to the company and its participants or for the
price equal to or exceeding the price predetermined in the charter. If the price predetermined
in the companys charter for the companys
purchase of a participation interest or a portion
thereof differs from the price predetermined in
the charter for the purchase of a participation interest of a portion thereof by the company participants, the participation interest or the portion
thereof in the companys charter capital may be
sold to a third party for the a price equal to or
exceeding the price predetermined for the purchase by the company of a participation interest
or a portion thereof.
8. Participation interests in the charter capital of
a company transfer to the heirs of citizens who
were, and to the successors of legal entities who
were, the company participants, unless provided
otherwise by the company charter. The charter
of a company may stipulate that the transfer of
a participation interest in the companys charter
capital to the heirs of citizens who were, or to
the successors of legal entities which were, the
company participants and the transfer of a participation interest belonging to a liquidated legal
entity to the latters founders (participants) having rights in rem to its property or rights in personam in respect of such legal entity are at all
times subject to the other company participants
consent. The charter of a company may establish
different procedures for obtaining the consent of
the company participants to the transfer of a participation interest or a portion thereof in the
companys charter capital to third parties, depending on the grounds for such transfer.
,
, , ,
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.
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.
39
ment of the participation interest of the deceased participant in the company charter capital
is carried out in the manner prescribed by the
Civil Code of the Russian Federation.
9. In the event of the sale of a participation interest or a portion thereof in the charter capital of
a company by public tender, the transfer of the
respective company participants rights and obligations associated with such participation interest or the portion thereof is subject to consent of
the company participants.
10. If this Federal Law and/or the charter of a
company stipulate that the transfer of a participation interest or a portion thereof in the companys charter capital to a third party is subject
to consent of the company participants, such
consent is deemed given provided that all company participants within thirty (30) days or within another period set by the company charter
from the date of the receipt by the company of
the respective application or offer have submitted to the company their written consents to the
disposal of the participation interest or the portion thereof under a transaction or to the transfer
of the participation interest or the portion thereof to a third party on any other ground or none
of the company participants has submitted a
written refusal to grant such consent to the disposal or transfer of the participation interest or
the portion thereof within the same period.
,
.
9.
.
10. ,
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40
form of such transaction leads to the invalidation thereof. The notarization is not required in
the case of transfer of a participation interest to
the company in the manner set forth in Articles
23 and 26.2 of this Federal Law, as well as in the
event of a distribution of a participation interest
among the company participants or its sale to all
or some of the company participants or to third
parties in accordance with Article 24 of this Federal Law.
12. A participation interest or a portion thereof in
the charter capital of a company is deemed
transferred to its acquirer at the moment of the
notarization of the respective transaction for the
disposal of the participation interest or the portion thereof or, in the cases where the notarization is not required, at the moment of the
recording of the corresponding changes to the
unified state register of legal entities on the basis
of the relevant title documents.
.
, 23,
2 26 ,
24 .
12.
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2 9 . ,
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The acquirer of a participation interest or a portion thereof in the charter capital of a company
assumes all of those rights and obligations of the
company participant which arose prior to the
execution of the transaction for the disposal of
the participation interest or the portion thereof
or prior to the origination of other grounds for
the disposal, with the exception of the rights and
obligations provided for, respectively, in the second paragraph of Article 8.2 and the second paragraph of Article 9.2 of this Federal Law. The
company participant having disposed of its participation interest or a portion thereof in the
companys charter capital shall be liable to the
company jointly and severally with the acquirer
for the fulfillment of the participants obligation
to make a contribution to the companys assets
that arose prior to the execution of the transaction for the disposal of such participation interest or the portion thereof.
Following the notarization of a transaction
aimed at the disposal of a participation interest
or a portion thereof in the charter capital of a
company or, in the cases where the notarization
is not required, upon the recording of the corresponding changes to the unified state register
of legal entities, the transfer of the participation
interest or the portion thereof may only be contested through judicial proceedings by means of
a relevant action brought before an arbitrazh
court.
41
13. ,
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42
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22.
( . 30.12.2008 N
312-)
1.
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24
.
47
of such voting.
2. A pledge agreement for a participation interest or a portion thereof in the charter capital of
a company is subject to notarization. Failure to
comply with the notarial form of the transaction
leads to the invalidation of thereof.
3. Within three (3) days of the notarization of the
pledge agreement for a participation interest or
a portion thereof in the charter capital of a company the notary having notarized the transaction
must perform another notarial act by filing with
the authority responsible for the state registration of legal entities of an application for the relevant changes to be made to the unified state
register of legal entities, which must be signed
by the company participant pledging its participation interest or the portion thereof and contain
the type of encumbrance (i.e. pledge) on the
same and the period over which such encumbrance will remain in effect or the procedure for
the determination of such period. The application must be delivered by the notary to the authority responsible for the state registration of
legal entities either by its submission in person
or by sending it by post with a return receipt requested. The application may also be delivered
by fax or by means of computer networks or
other technical facilities if the procedure for
transmitting the application by such method is
determined by the Government of the Russian
Federation. Within three (3) days of the receipt
of the application, the authority responsible for
the state registration of legal entities must record
an entry in the unified state register of legal entities on the pledge of the respective participation interest or the portion thereof in the
companys charter capital and on the duration
period of the encumbrance or the procedure for
determining such period.
.
2.
.
.
3.
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48
23.
( . 30.12.2008 N
312-)
1. A company is not entitled to acquire participation interests or portions thereof in its own
charter capital except as provided for in this Federal Law.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
2. If the disposal of a participation interest or a
portion thereof in the charter capital of a company by a company participant to third parties is
prohibited and provided that the other company
participants have refused to purchase the participation interest or the portion thereof or should
consent to the disposal of the participation interest or the portion thereof to another company
participant or to a third party not be given, provided that obtaining of the consent is mandatory
under the company charter, the company is obliged to acquire the participation interest or the
portion thereof held by the company participant
at the latters request.
If a decision is passed by the general participants meeting of a company on the execution
of a major transaction or on the increase of the
companys charter capital in accordance with
Article 19.1 of this Federal Law, the company is
obliged at the request of the company participant who voted against or did not take part in the
voting on the issue to acquire the participation
interest in the companys charter capital held by
such company participant. The company participant concerned is entitled to submit the request
within forty-five (45) days of the date when it
learned or should have learned of the above decision passed. Should the company participant
take part in the companys general participants
meeting where the decision was passed, such request may be submitted within forty-five (45)
days of the date of passing the decision.
1.
,
, .
( . 30.12.2008 N
312-)
2. ,
,
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.
1 19
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49
charter, to pay its respective participant the actual value of the latters participation interest in
the companys charter capital, as determined on
the basis of the companys financial statements
for the latest reporting period preceding the date
of the company participants relevant request or,
subject to the company participants consent, to
provide it with the in-kind assets of equal value.
The provisions prescribing a different period for
the discharge of such obligation may be included in the charter of a company at its establishment or during the subsequent incorporation of
the amendments to the companys charter by a
decision of the companys general participants
meeting passed by all company participants unanimously. The removal of such provisions from
the company charter is subject to a decision of
the companys general participants meeting passed by a two-thirds majority vote of the total
number of votes held by all company participants.
(Article 2 restated by Federal Law No. 312-FZ
dated December 30, 2008)
3. (Lost effect on July 1, 2009 -Federal Law No.
312-FZ dated December 30, 2008)
4. The participation interest of a company participant expelled from the company is transferred
to the company. In such case, the company is
obliged to pay the actual value of the expelled
participants participation interest, as determined on the basis of the companys financial statements for the latest reporting period preceding
the effective date of the court judgment on the
expulsion, to the expelled participant or, subject
to the latters consent, provide the expelled participant with in-kind assets of equal value.
5. Should the consent of the participants of a
company to the transfer of a participation interest or a portion thereof in the companys charter capital, as required under Articles 21.8 and
21.9 of this Federal Law, not be given, the participation interest or the portion thereof is deemed transferred to the company on the day
following the expiry date of the period prescribed by this Federal Law or by the company
charter for the purpose of obtaining such consent of the company participants.
In such case, the company is obliged to make
payment to the heirs of the companys deceased
participant, or to the successors of the reorganized legal entity which was the company partici-
, ,
,
.
, ,
,
,
.
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.
(. 2 .
30.12.2008 N 312-)
3. c 1 2009 . - 30.12.2008 N 312-.
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30.12.2008 N 312-)
6. 25
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( . 30.12.2008 N
312-)
6.1.
26 .
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(. 6.1
30.12.2008 N 312-)
7.
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, 3
15 ;
4)
;
5)
52
of the participation interest or the portion thereof in the companys charter capital to the heirs
of the individual who was, or to the successors
of the legal entity which was, a company participant, or to the transfer of the participation interest or the portion thereof to the founders
(participants) of the liquidated legal entity which
was a company participant, or to the owners of
assets of the liquidated institution or state or municipal unitary enterprise which was a company
participant, or to the person who acquired the
participation interest or the portion thereof through a public tender; or
6) the date of the payment by the company of
the actual value of the participation interest or
the portion thereof held by the company participant on demand from the latters creditors.
(Article 7 restated by Federal Law No. 312-FZ
dated December 30, 2008)
7.1. The documents required for the state registration of the corresponding amendments must
be submitted to the authority responsible for the
state registration of legal entities within one (1)
month of the date of the transfer of the participation interest or the portion thereof to the company. Such amendments become effective for
third parties as from being state-registered.
(Article 7.1 added by Federal Law No. 312-FZ
dated December 30, 2008)
,
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(. 7 .
30.12.2008 N 312-)
7.1.
, ,
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(. 7.1
30.12.2008 N 312-)
8.
,
.
.
,
.
,
,
53
pation interest or the portion thereof in the companys charter capital must be paid out of the difference between the companys net assets value
and such minimum charter capital requirement.
The actual value of the participation interest or
the portion thereof in the companys charter capital may then only be paid at least three (3)
months of the origin date of the ground for such
payment. Should the company within the said
period come to be obliged to pay the actual
value of another participation interest or a portion thereof or other participation interests or
portions thereof held by several company participants, the actual value of the participation interests or of the portions thereof must be paid
out of the difference between the companys net
assets value and the above minimum charter capital requirement in proportion to the sizes of the
participation interests or the portions thereof
held by the company participants.
, ,
.
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()
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,
,
,
,
.
If the charter of a company entitles its participant to withdraw from the company, but the
company has no right in such case in accordance
with the requirements of this Federal Law to pay
out the actual value of the respective participation interest in its charter capital or to provide
in-kind assets of equal value, the company on
the basis of a relevant application in writing filed
by the person having withdrawn from the company within three (3) months of the expiry date
of the period set for paying out the actual value
of its participation interest may reinstate such
person as a company participant and provide it
with the corresponding participation interest in
the companys charter capital.
(Article 8 added by Federal Law No. 312-FZ
54
(. 8 .
30.12.2008 N 312-)
24. ,
( . 30.12.2008 N
312-)
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(),
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56
month of passing the decision on the distribution of the participation interest or the portion
thereof among all company participants, on the
payment to be made by the acquirer for the participation interest or the portion thereof, or on
the cancellation of the same.
Such changes become effective for third parties
upon being state-registered.
,
.
25.
( . 30.12.2008 N
312-)
1.
.
( . 30.12.2008 N
312-)
2.
.
( . 30.12.2008 N
312-)
, ,
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( . 30.12.2008 N
312-)
-
57
,
.
( . 30.12.2008 N
312-)
.
(
30.12.2008 N 312-)
3. ,
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.
( . 30.12.2008 N
312-)
26.
1.
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,
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(. 1 .
30.12.2008 N 312-)
2. ,
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(. 2 .
58
30.12.2008 N 312-)
3. c 1 2009 . - 30.12.2008 N 312-.
4.
,
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27.
1. ,
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59
.
( . 30.12.2008 N
312-)
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.
The provisions prescribing a procedure for determining the amounts of contributions to the assets of a company other than in proportion to the
company participants participation interests, as
well as the provisions setting forth the restrictions related to contributions to the companys
assets may be included in the company charter at
its establishment or during the subsequent incorporation of the amendments to the company
charter by a decision of the companys general
participants meeting passed by all company participants unanimously.
Any modification and removal of any provisions
of the charter of a company prescribing a procedure for determining the amounts of contributions to the companys assets other than in
proportion to the company participants participation interests or setting forth the restrictions
related to contributions to the companys assets
with respect to all company participants, is subject to a decision of the companys general participants meeting passed by all company
participants unanimously. Any modification and
removal of any provisions of the company charter setting forth such restrictions with respect to
a certain company participant, is subject to a decision of the companys general participants
meeting passed by at least two-thirds majority
vote of the total number of votes held by the
company participants, provided that the company participant subject to such restrictions
votes for, or gives its written consent to, such decision.
3. Contributions to the assets of a company are
made in cash, unless provided otherwise by the
company charter or by a decision of the companys general participants meeting.
4. Contributions to the assets of a company shall
not alter the sizes and nominal values of the
company participants participation interests in
the companys charter capital.
,
, ,
, ,
, .
, ,
,
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,
.
3.
, .
4.
.
28.
1. A company is entitled to decide on the distribution of its net profits among the company participants on a quarterly basis, or semiannually,
1. ,
60
. , ,
.
2. ,
,
.
, ,
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, .
29.
.
1. A company may not pass a decision on the distribution of its profits among the company participants:
- until the companys charter capital is fully
paid; or
- before the payment of the actual value of a
company participants participation interest or a
portion thereof in the cases provided for by this
Federal Law; or
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
- if at the time of passing the decision the company meets the criteria of insolvency (bankruptcy) in accordance with the federal law on
insolvency (bankruptcy) or will meet such criteria as a result of passing the decision; or
1.
:
;
, ;
( . 30.12.2008 N
312-)
()
()
;
- if at the time of passing the decision the companys net assets value is less than the total of
its charter capital and the reserve fund or will
61
;
, .
2. ,
:
()
()
;
;
2. The Company may not pay profits to its participants although the decision to distribute such
profits has been passed by the company participants, those profits may not be paid out:
- if at the time of such payment the company
meets the criteria of insolvency (bankruptcy) in
accordance with the federal law on insolvency
(bankruptcy) or will meet such criteria as a result
of effecting the payment; or
- if at the time of such payment the companys
net assets value is less than the total of its charter capital and the reserve fund or is likely to become less than this amount as a result of
effecting the payment; and
- in other cases provided for by federal laws.
Upon the termination of the circumstances specified above in this Article 29.2, the company
must proceed with the payment to its participants of the profits decided to be distributed
among them.
, .
,
.
30.
, .
31.
1.
,
.
2.
.
.
() ,
. -
2. A company may issue bonds upon the payment of its charter capital in full.
A bond must have a nominal value. The nominal
value of all of bonds issued by a company may
not exceed the companys charter capital and/or
the amount of the security provided to the company for such purposes by third parties. In the
absence of any security provided by third parties, the issuance of bonds by a company is per-
62
mitted not earlier than the third year of its existence, provided that the companys financial
statements for the first two completed fiscal
years have been duly approved. The above restrictions are not applicable to any mortgage
bond issues and in other cases provided for by
federal laws on securities.
(Article 31.2 as restated by the Federal Law No.
138-FZ dated July 27, 2006)
, ,
.
,
.
(. 2 .
27.07.2006 N 138-)
3. . -
27.07.2006 N 138-.
III.1.
(
30.12.2008 N 312-)
31.1.
1. ,
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2. , ,
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63
3. Each company participant must promptly notify the company of any change to its name and
place of residence or location and to the information on the participation interests held by
such company participant in the companys
charter capital. If a participant does not give notice of such changes, the company bears no liability for the resulting losses.
3.
,
, .
.
4.
,
, , ,
,
, .
5.
,
, , ,
, .
,
,
.
4. Neither the company nor any of its participants who failed to notify the company of the
changes to the relevant information may refer to
any inconsistency between the information recorded in the list of the company participants
and the data contained in the unified state register of legal entities in their relations with any
third parties having acted exclusively on the
basis of the information recorded in the list of
the company participants.
5. In the event of a dispute over any inconsistency between the information recorded in the
list of the company participants and the data
contained in the unified state register of legal entities, the right to a participation interest or a portion thereof in the companys charter capital is to
be determined on the basis of the data contained
in the unified state register of legal entities.
In the event of a dispute over the inaccuracy of
any data contained in the unified state register
of legal entities with respect to title to a participation interest or a portion thereof, title to the
participation interest or the portion thereof is determined on the basis of the agreement or another document confirming the creation of the
founder's right to the participation interest or the
portion thereof.
Chapter IV. GOVERNANCE OF A COMPANY
IV.
32.
1.
.
.
All company participants have the right to attend the companys general participants me-
64
,
.
Any of those provisions of the charter of a company and any of those decisions passed by the
companys bodies which restrict the above rights
of company participants are null and void.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
At a general participants meeting of a company,
each company participant holds the number of
votes which is proportional to its participation
interest in the companys charter capital save as
otherwise is provided for by this Federal Law.
,
, .
( . 30.12.2008 N
312-)
A different procedure for determining the number of votes held by company participants may
be established by the company charter through
the respective provisions included therein either
at the companys establishment or during the
subsequent incorporation of the amendments to
the same at a decision of the companys general
participants meeting passed by all company participants unanimously. Any modification and removal of the respective provisions of the
company charter establishing the abovementioned procedure is subject to a decision of the
companys general participants meeting passed
by all company participants unanimously.
2. The charter of a company may provide for the
establishment of the companys board of directors (supervisory board).
Paragraphs 2-3 lost effect on July 1. 2009 -Federal Law No. 312-FZ dated December 30,
2008)
2.1. The competence of the board of directors
(or supervisory board) of a company is defined
by the company charter in accordance with this
Federal Law. The company charter may provide
for the board of directors (or supervisory board)
to have the competence:
1) to set guidelines for the companys activities;
2) to form and early terminate the authority of
the companys executive bodies and to delegate
the powers vested in its sole executive body to a
commercial organization or a sole proprietor
(the manager), and to approve the manager
and the terms and conditions of the contract therewith;
,
, ,
.
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2. ( ) .
- c 1
2009 . -
30.12.2008 N 312-.
2.1. ( )
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65
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30.12.2008 N 312-)
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30.12.2008 N 312-)
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30.12.2008 N 312-)
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34.
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35.
1.
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69
.
.
:
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,
,
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,
,
.
,
,
.
3.
.
If one or more of the issues proposed for inclusion on the agenda of the extraordinary general
participants meeting of the company fall outside
its competence or fail to meet the requirements
of federal laws, such issues may not be included
on the agenda.
70
4. ,
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,
.
36.
1. , ,
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2.
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71
participants meeting is amended upon a suggestion from the company participants, the body
or individuals calling the companys general
participants meeting must notify all the company participants of the amendments made to
the agenda at least ten (10) days prior to date of
the meeting in the manner specified in Article
36.1 above.
, ,
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( . 30.12.2008 N
312-)
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72
4. The charter of a company may prescribe shorter periods than established in this Article 36.
5. Should the procedures prescribed in this Article 36 for calling the companys general participants meeting fail to be observed, the general
meeting is still deemed validly called if all of the
company participants take part in such meeting.
4. ,
.
5.
,
.
37.
1. , ,
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2.
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4 5 185
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73
.
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() ,
, ( ) ,
() ,
,
.
5. The person opening the companys general 5. ,
participants meeting holds the election of the ,
person to preside over the general meeting
among the company participants. Save as other- . wise is provided for by the company charter, at ,
the voting on the election of the person to pre-
side over the meeting each company participant has one vote, and the respective decision is pas- , sed by a simple majority vote of the total num-
ber of votes held by the company participants entitled to vote at the general meeting.
,
.
6. The companys executive body arranges kee- 6. ping of minutes of the companys general parti-
cipants meeting.
.
The minutes of all companys general partici-
pants meetings are to be kept on file in a book ,
of minutes, which must at all times be available for familiarization to any company participant. At the request of company participants, they .
must be provided with statements from the book
of minutes, which are to be certified by the com- , panys executive body.
.
Within ten (10) days of the preparation of the
minutes of the companys general participants
meeting, the companys executive body or such
other person as has kept the minutes must send
the copy of the minutes to all company partici- pants in the manner prescribed for the notifica-
tion of a companys general participants meeting.
, (The paragraph added by Federal Law No. 312-
.
FZ dated December 30, 2008)
(
30.12.2008 N 312-)
7. A companys general participants meeting 7.
may only decide on such issues on the agenda as were communicated to the company partici- ,
pants in accordance with Articles 36.1 and 36.2 1 2
of this Federal Law, unless all company partici- 36 ,
74
,
.
8. , 2 2 33 ,
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.
( . 30.12.2008 N
312-)
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38.
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2, 3, 4, 5 7 37
, 1, 2 3 36
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3.
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2. Where decisions of a companys general participants meeting are passed by absentee voting
(by poll), Articles 37.2, 37.3, 37.4, 37.5, and
37.7 of this Federal Law do not apply, nor do Articles 36.1, 36,2, and 36.3 of this Federal Law
apply with respect to the periods they prescribe.
76
39. ,
,
If a company has a single participant, the decisions on issues falling within the competence of
the companys general participants meeting are
to be passed by the participant solely and executed in writing. In such instances, the provisions of Articles 34, 35, 36, 37, 38, and 43 of
this Federal Law do not apply, with the exception of those prescribing the period for holding
an annual general participants meeting of a
company.
, ,
, ,
40.
1. The sole executive body of a company (general director, president, etc.) is elected by the
companys general participants meeting for the
term established in the company charter, unless
the latter reserves decision-making on such issues for the companys board of directors (supervisory board). The companys sole executive
body may also be elected other than from among
the company participants.
1. ( ,
) , ,
(
) .
.
The contract between a company and the person , serving as its sole executive body is signed on behalf of the company by the person who presi-
,
ded over the companys general participants ,
meeting at which the person to act as the com-
panys sole executive body was elected, or by a ,
company participant authorized to do so by a de- , cision of the companys general participants ,
meeting or, where the decision-making on such , issues pertains to the competence of the compa- nys board of directors (supervisory board), by , ,
the chairman of the board of directors (supervi-
sory board) or by the person authorized to sign ( ) , the contract by a decision of the companys (
board of directors (supervisory board).
) , ( ) .
(. 1 .
30.12.2008 N 312-)
2. Other than in the case provided for in Article 2.
42 of this Federal Law, only an individual may -
77
, , 42 .
3. :
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41.
1.
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( . 30.12.2008 N
312-)
,
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78
.
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,
.
2.
.
42.
( . 30.12.2008 N
312-)
1.
.
2. The company having delegated the powers 2. , vested in its sole executive body to the manager exercises civil rights and assumes civil obliga- ,
tions through such manager acting in accordance with federal laws, other regulatory legal acts of , the Russian Federation, and the company char- ,
ter.
.
3. The contract with the manager is signed on 3.
behalf of the company by the person having pre- , sided over the companys general participants meeting, which approved the terms of the cont- ,
ract with the manager, or by a company partici- , ,
pant authorized to do so by a decision of the companys general participants meeting or, , , where the decision-making on such issues per-
tains to the competence of the companys board ( )
of directors (supervisory board), by the chair- ,
man of the companys board of directors (su- ( )
pervisory board) or by the person authorized to ,
sign the contract by a decision of the company's ( ) board of directors (supervisory board).
.
Article 43. Challenging Decisions of Company Governing Bodies
43.
1. ,
79
, ,
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,
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,
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(
30.12.2008 N 312-)
44.
( ) ,
,
1. ( ) ,
80
body, members of the companys collective executive body, and the manager must act in the interests of the company, in good faith, and in a
reasonable manner.
,
.
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45.
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81
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82
(, );
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.
3. , ,
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- the transactions in process or pending in respect of which such persons may be deemed interested in.
3. An interested-party transaction is subject to
approval by a decision of a companys general
participants meeting.
A decision on the approval of an interested-party
transaction is passed by the companys general
participants meeting by a majority vote of the
total number of votes held by all company participants not interested in the execution of the
transaction.
A decision approving an interested-party transaction must identify the person(s) being the
party or parties to the transaction,
beneficiary(ies) to the transaction, and indicate
its price, subject matter, and other material terms
and conditions.
A companys general participants meeting may
approve an interested-party transaction which
may be executed in the future in the companys
ordinary course of business. The decision approving such transaction must set a ceiling on
the latters value. Any decision approving such
transaction remains in force pending the next annual companys general participants meeting,
unless otherwise is provided for by such decision.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
4. An interested-party transaction does not require approval by a companys general participants meeting provided that the terms and
conditions of the transaction do not materially
,
.
,
.
,
.
(. 3 .
30.12.2008 N 312-)
4. , ,
, -
83
differ from those of similar transactions (including but not limited to loans, credits, pledges,
suretyships) executed between the company and
an interested party in the ordinary course of business which occurred before the person deemed
to be an interested party was recognized as such
in accordance with Article 45.1 of this Federal
Law. Such exception only applies to interestedparty transactions executed after the party interested in the transactions was recognized as such
and until the next annual general participants
meeting of the company.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
( , , , ),
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30.12.2008 N 312-)
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30.12.2008 N 312-)
6.1. -
84
.
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30.12.2008 N 312-)
7.
( ) ,
,
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.
If damages are incurred by the company as a result of the non-provision by an affiliate of such
information or a delay in its provision due to its
fault, the affiliate is deemed liable to the company to the extent of such damages.
(Article 6.1 added by Federal Law No. 312-FZ
dated December 30, 2008)
46.
1. (
, , , )
, ,
,
,
, ,
-
85
The companys transactions executed in the ordinary course of business are not regarded as
major transactions.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
.
, .
( . 30.12.2008 N
312-)
2. For the purposes of this Article 46, the value 2. of assets disposed by a company as a result of a
major transaction is determined on the basis of its accounting data, while the value of assets ac- , quired by a company is determined on the basis
86
,
( ) .
7. ,
1 ,
()
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(. 7
30.12.2008 N 312-)
8. , ,
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.
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(. 8
30.12.2008 N 312-)
9.
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;
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(. 9
30.12.2008 N 312-)
47. ()
9. The provisions of this Article 46 on the procedure for approving major transactions do not
apply:
1) to companies with a sole participant who also
serves as the sole executive body of the company;
2) to relations arising upon the transfer of a participation interest or a portion thereof in a companys charter capital to the company in the
cases provided for in this Federal Law; and
3) to relations arising upon the transfer of rights
to assets in the process of a companys reorganization, inter alia to merger and consolidation
agreements.
(Article 9 added by Federal Law No. 312-FZ
dated December 30, 2008)
Article 47. Company Internal Audit Commission (Internal Auditor)
1. An internal audit commission (internal auditor) of a company is elected by the companys
general participants meeting for the term specified in the company charter.
The number of persons to serve on the companys internal audit commission is determined by
the company charter.
1. ()
, .
.
87
2. The internal audit commission (internal auditor) of a company is at all times entitled to inspect the companys financial and business
operations and to access all documents concerning the companys activities. Members of the
companys board of directors (supervisory
board), the person serving as its sole executive
body, members of the companys collective executive body, and the companys employees must
provide necessary explanations, orally or in writing, at the request of the companys internal
audit commission (internal auditor).
2. ()
- , .
() ( ) , ,
,
, .
3. ()
.
() .
3. The internal audit commission (internal auditor) of a company must review the latters annual reports and accounting balance sheets at all
times prior to their approval by the companys
general participants meeting. The companys
general participants meeting may not approve
the companys annual reports and accounting
balance sheets in the absence of a relevant opinion of its internal audit commission (internal
auditor).
4. The procedure for operating of the internal
audit commission (internal auditor) of a company is determined by the company charter and
its internal regulations.
5. This Article 47 applies where the formation
of a companys internal audit commission or the
election of a companys internal auditor is required by the company charter or is mandatory
under this Federal Law.
4.
()
.
5. ,
.
48.
,
,
, ( ) , ,
,
88
At the request of a company participant, an external audit may be performed by the external
auditor of such participants choice, provided
that such external auditor meets the requirements specified in the first paragraph of this Article 48. In the event of such external audit,
payment for the external auditors services is
made at the expense of the company participant
having requested the review. The company participants expenses in payment for the external
auditors services may be reimbursed by the
company at the decision of its general participants meeting.
It is required to retain an external auditor to review and verify a companys annual reports and
accounting balance sheets in the cases provided
for in applicable federal laws and other regulatory acts of the Russian Federation.
.
, ,
.
,
.
.
,
.
49.
1. A company is not under the obligation to publish reports on its operations other than in the
cases provided for in this Federal Law and other
applicable federal laws.
1. ,
, .
2.
,
,
.
50.
1. :
,
, ,
,
;
( . 30.12.2008 N
312-)
()
89
company, including the decision on the establishment of the company and on the approval
of the monetary values of the in-kind contributions to its charter capital, as well as other decisions related to the companys establishment;
- a document confirming the state registration of
the company;
- documents confirming the companys title to
its assets recorded on its balance sheet;
,
, , ;
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;
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,
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2. , 1 ,
, .
V.
51.
1. A company may undergo a voluntary reorganization in accordance with the procedure stipulated by this Federal Law.
Other grounds and procedures for a companys
reorganization are established by the Civil Code
1. , .
-
90
.
2. , ,
, .
3. ,
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.
4. ,
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-
91
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52.
1.
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30.12.2008 N 312-)
4.
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92
.
5. ,
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53.
1.
.
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( . 30.12.2008 N
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3.1.
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30.12.2008 N 312-)
93
4.
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54.
1.
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2. , , ,
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55.
1. ()
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2. , , ,
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( . 30.12.2008 N
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-
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( . 30.12.2008 N
312-)
4.
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.
94
bodies.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
If the sole participant of a company being spun
off is the company being reorganized, the latters general participants meeting passes a decision on the companys reorganization in the
form of spin-off and on the procedure and conditions for the spin-off, approves the charter of
the company being spun off and a separation balance sheet, and elects the bodies of the company being spun off.
3. Upon a spin-off of one or more companies
from another one being reorganized, each of the
companies being spun-off takes over a portion
of the latters rights and obligations in accordance with the separation balance sheet.
.
( . 30.12.2008 N
312-)
,
, ,
, .
3.
.
56.
1. ,
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30.12.2008 N 312-)
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( . 30.12.2008 N
312-)
3. , ,
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95
.
4. , ,
.
57.
1. A company may undergo a voluntary liquidation in accordance with the procedure stipulated
in the Civil Code of the Russian Federation and
with due regard for the requirements of this Federal Law and the company charter. A company
may also be liquidated by a court judgment on
any of the grounds provided for in the Civil
Code of the Russian Federation.
1. , ,
.
,
.
.
2.
( ) ,
.
.
( . 21.03.2002 N
31-)
3.
.
.
4. , ,
,
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,
,
The liquidation of a company entails its termination without the transfer of any of its rights or
obligations to other persons by succession.
2. A decision of a general participants meeting
of a company on its voluntary liquidation and
appointment of a liquidation commission is passed upon a motion from the companys board of
directors (supervisory board), executive body, or
participant.
A general participants meeting of the company
undergoing a voluntary liquidation passes a decision on the liquidation and on the appointment
of a liquidation commission.
(as restated by the Federal Law No. 31-FZ dated
March 21, 2002)
3. As from being appointed, a liquidation commission assumes all powers required to manage
the affairs of the company. The liquidation commission appears in courts on behalf of the company being liquidated.
4. Where the Russian Federation or its constituent territory or municipality is a participant of a
company being liquidated, the liquidation commission includes a representative of each of the
federal agency for the management of stateowned property, the specialized institution responsible for the sale of federal assets, the
state-owned property management agency of the
respective constituent territory of the Russian
Federation, and the seller of state-owned assets
in the Russian Federations respective constitu-
96
.
( . 21.03.2002 N
31-)
5.
.
5. The procedure for the liquidation of a company is prescribed by the Civil Code of the Russian Federation and other applicable federal
laws.
Article 58. Distribution of Assets of Company
Being Liquidated Among its Participants
58.
1. The assets of a company being liquidated remaining after the completion of the settlements
with its creditors are subject to distribution by
the liquidation commission among the company
participants in the following order of priority:
- firstly, the distributed, but unpaid portion of the
profits is to be paid out to the company participants; and
- secondly, the assets of the company being liquidated are to be distributed among its participants in proportion to their participation interests
in its charter capital.
1.
:
, ;
.
2. .
,
,
.
VI.
59.
1.
1 1998 .
2. ,
-
97
,
, .
( )
,
.
3.
( ),
,
1
1999 .
( . 31.12.1998 N
193-)
( ),
,
1 1999
.
( )
,
"
".
3 7 " ".
( . 11.07.1998 N
96-, 31.12.1998 N 193-)
(
) ,
Limited liability companies (and limited liability partnerships) with more than fifty (50) participants as of this Federal Laws coming into
force are required, by July 1, 1999, to transform
themselves into joint stock companies or production cooperatives or to reduce the number of
participants to within the limit imposed by this
Federal Law. During the transformation of such
limited liability companies (and limited liability
partnerships) into joint stock companies, the limited liability companies (or limited liability
partnerships) concerned may be transformed
into closed joint stock companies without complying with the limit set on the maximum number of shareholders in closed joint stock
companies by the Federal Law On Joint Stock
Companies. The provisions of the second and
third paragraphs of Article 7.3 of the Federal
Law On Joint Stock Companies do not apply
to such closed joint stock companies.
(as restated by Federal Laws No. 96-FZ dated
July 11, 1998 and No. 193-FZ dated December
31, 1998)
98
,
5 51
.
( . 31.12.1998 N
193-)
A decision of a general participants meeting of a limited liability company (or a limited liability (partnership) with more than fifty (50) partici-
pants as of this Federal Laws coming into force ) on the transformation of such company (or such (partnership) is passed by at least two-thirds
majority vote of the total number of votes held ), by the company participants (or partnership par- ticipants). Those participants of such limited lia-
bility company (or limited liability partnership) ,
who voted against the decision on its transfor-
mation or did not take part in the voting may withdraw from the limited liability company (or (
limited liability partnership) in the manner sti- ). pulated in Article 26 of this Federal Law.
(the paragraph added by Federal Law No. 193- (
),
FZ dated December 31, 1998)
,
(
) ,
26 .
(
31.12.1998 N 193-)
The limited liability companies (and limited lia-
bility partnerships) failing to bring their consti- ( tutional documents into line with this Federal ), Law or to transform themselves into joint stock
companies or production cooperatives may be
liquidated through judicial proceedings upon a
claim of the agency carrying out the state regi- ,
stration of legal entities or other state or local
authorities entitled to file such claims under a , federal law.
,
, .
4. The limited liability companies (and limited 4. liability partnerships) specified in Article 59.3 ( of this Federal Law are exempted from the regi- ), 3
stration fee payable for the registration of chan- ,
ges to their legal status for the purpose of compliance with this Federal Law.
99
.
B. YELTSIN,
President of the Russian Federation
Moscow, the Kremlin
February 8, 1998
No. 14-FZ
.
,
8 1998
N 14-
100
Cairo
Dusseldorf
Frankfurt
Geneva
Kyiv
London
Madrid
Milan
Moscow
Munich
Paris
Prague
Riyadh
Rome
St. Petersburg
Stockholm
Vienna
Warsaw
Zurich
Jakarta
Kuala Lumpur
Manila
Melbourne
Shanghai
Singapore
Sydney
Taipei
Tokyo
Asia Pacific
Bangkok
Beijing
Hanoi
Ho Chi Minh City
Hong Kong
Guadalajara
Houston
Juarez
Mexico City
Miami
Monterrey
New York
Palo Alto
Porto Alegre
Rio de Janeiro
San Diego
San Francisco
Santiago
Sao Paulo
Tijuana
Toronto
Valencia
Washington, D. C.
101