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2009

FEDERAL LAW
ON LIMITED LIABILITY COMPANIES

April 2009

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FEDERAL LAW
ON LIMITED LIABILITY COMPANIES

April 2009

2009

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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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, .

Unofficial translation provided by Baker&McKenzie.


Baker & McKenzie 2009

Federal Law On Limited Liability Companies

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 .*)

* In effect as of July 1, 2009

, 1 2009

Federal Law On Limited Liability Companies

Table of Contents

Translation Note

FEDERAL LAW
ON LIMITED LIABILITY COMPANIES

Chapter I. GENERAL PROVISIONS

I.

Article 1. Relationships Regulated by This Federal


Law
Article 2. Basic Provisions Concerning Limited
Liability Companies
Article 3. Company Liability
Article 4. Company Name and Location

1. ,

2.

3.
4.

5.

6.
7.
8.
9.
10.

Chapter II. COMPANY ESTABLISHMENT

II.

18

Article 11. Procedure for Company Establishment


Article 12. Company Charter
Article 13. Company State Registration

11.
18
12.
20
13. 22

Chapter III. COMPANY CHARTER CAPITAL.


COMPANY ASSETS

III.
.

22

Article 14. Company Charter Capital. Participation


Interests in Company Charter Capital
Article 15. Payment for Participation Interests in
Company Charter Capital
Article 16. Procedure for Payment for Participation
Interests in Company Charter Capital at
its Establishment
Article 17. Increase of Company Charter Capital

14. .

15.

16.

17.

18.

19.


,

22

Article 5. Company Branches and Representative


Offices
Article 6. Subsidiary and Dependent Companies
Article 7. Company Participants
Article 8. Rights of Company Participants
Article 9. Obligations of Company Participants
Article 10. Expulsion of Company Participant

Article 18. Increase in Company Charter Capital


Using Companys Assets
Article 19. Increase of Company Charter Capital by
Way of Additional Contributions of
Company Participants and Contributions
of Third Parties Newly Admitted to
Company
Article 20. Decrease of Companys Charter Capital

9
10
11
12
13
14
15
17
18

23
25

26
26
27

20.
31

21.
34



22.
47

Article 21. Transfer of Company Participant's


Participation Interest or Portion Thereof
in Company Charter Capital to Other
Company Participants and Third Parties
Article 22. Pledge of Participation Interests in
Company Charter Capital

Federal Law On Limited Liability Companies


Article 23. Acquisition by Company of Participation
Interest or Portion Thereof in its Own
Charter Capital
Article 24. Participation Interests Held by Company
Article 25. Levy of Execution upon Company
Participant's Participation Interest or
Portion Thereof in Company Charter
Capital
Article 26. Company Participant's Withdrawal from
Company
Article 27. Contributions to Company Assets
Article 28. Distribution of Company Profits among
Company Participants
Article 29. Restrictions on Distributions of Company
Profits Among Company Participants.
Restrictions on Payment of Company
Profits to Company Participants

23.

24. ,
25.

49

58

Article 31. Placement of Bonds by a Company

26.

27.
28.

29.

.

30.

31.

Chapter III.1. MAINTENANCE OF LIST OF


COMPANY PARTICIPANTS

III.1.

63

Article 31.1. Maintenance of List of Company


Participants

31.1. 63

Chapter IV. GOVERNANCE OF A COMPANY

IV.

64

Article 32. Company Governing Bodies


Article 33. Competence of Company General
Participants Meeting
Article 34. Regular General Participants Meeting of
Company
Article 35. Extraordinary General Participants
Meeting of Company
Article 36. Procedure for Calling Company General
Participants Meeting
Article 37. Procedures for Holding Company
General Participants Meeting
Article 38. Decisions of Company General
Participants Meeting by Absentee Voting
(by Poll)

32.
33.

34.

35.

36.

37.

38.
,

( )
39. ,

,

40.

41.

42.

43.

64
68

Article 30. Reserve Fund and Other Company Funds

Article 39. Decision-Making by Company Sole


Participant on Issues Falling Within
Competence of Company General
Participants Meeting
Article 40. Company Sole Executive Body
Article 41. Company Collective Executive Body
Article 42. Delegation of Powers Vested in Company
Sole Executive Body to the Manager
Article 43. Challenging Decisions of Company
Governing Bodies

55
57

59
60
61

62
62

69
69
71
73
76

77

77
78
79

79

Federal Law On Limited Liability Companies

Article 45. Interest in Execution of Transaction by


Company
Article 46. Major Transactions
Article 47. Company Internal Audit Commission
(Internal Auditor)
Article 48. Company External Audit
Article 49. Public Reporting by Company
Article 50. Keeping of Company Documents

44.
( )
,
,

45.

46.
47. ()

48.
49.
50.

Chapter V. COMPANY REORGANIZATION


AND LIQUIDATION

V. 90

Article 51. Company Reorganization


Article 52. Consolidation of Companies
Article 53. Company Merger
Article 54. Company Split-Up
Article 55. Company Spin-Off
Article 56. Company Transformation
Article 57. Company Liquidation
Article 58. Distribution of Assets of Company Being
Liquidated Among its Participants

51.
52.
53.
54.
55.
56.
57.
58.

90
92
93
94
94
95
96
97

Chapter VI. FINAL PROVISIONS

VI.

97

Article 59. Coming Into Force of This Federal Law

59.

97

Article 44. Liability of Members of Company Board


of Directors (Supervisory Board), Sole
Executive Body, Members of Company
Collective Executive Body, and the
Manager

80

81
85
87
88
89
89

Federal Law On Limited Liability Companies

FEDERAL LAW
ON LIMITED LIABILITY COMPANIES

Passed by the State Duma


on January 14, 1998


14 1998

Approved by the Federation Council


on January 28, 1998


28 1998

(as restated by Federal Laws No. 96-FZ dated


July 11, 1998, No. 193-FZ dated December 31,
1998, No. 31-FZ dated March 21, 2002, No.
192-FZ dated December 29, 2004, No. 138-FZ
dated
July 27, 2006, No. 231-FZ dated December 18,
2006, No. 58-FZ dated April 29, 2008, and
No. 312-FZ dated December 30, 2008 and as
amended by the Federal Laws No. 175-FZ
dated October 27, 2008)

( .
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-)

Chapter I. GENERAL PROVISIONS

I.

Article 1. Relationships Regulated by This


Federal Law

1. ,

1.This Federal Law defines, 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, as well
as the procedures for its establishment, reorganization, and liquidation.

1.
,
,
, .
2. , ,

, ,
.
3. ,

, , ,

,

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

Federal Law On Limited Liability Companies

investors or by a group of persons including a


foreign investor are subject to the Federal Law
On Procedures for Foreign Investment in Business Companies of Strategic Significance for
National Defense and Security.
(Article 1.3 added by Federal Law No. 58-FZ
dated April 29, 2008)

,

,
, , "

,
".
(. 3
29.04.2008 N 58-)

Article 2. Basic Provisions Concerning


Limited Liability Companies

2.

1. A limited liability company (hereinafter - a


company) is a business company established
by one or more persons, the charter capital of
which is divided into participation interests; participants of a company are not liable for the
companys obligations and bear the risk of losses associated with the companys activities to
the extent of the value of their respective participation interests in the companys charter capital.
Those company participants who have not paid
for their participation interests in full are jointly
and severally liable for the companys obligations to the extent of the value of the unpaid portions of their participation interests.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)

1. ( - )
,
;
, ,
.
, ,

.
(. 1 .
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

Federal Law On Limited Liability Companies

(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.

().
()


,
() ,
(),
.
3. ,
.
,
.

3. A company is deemed established as a legal


entity as from the date of its state registration in
the manner prescribed by the federal law on the
state registration of legal entities.
A company is established for an unlimited term,
unless otherwise is provided for in the company
charter.
4. A company may open bank accounts in and
outside of the Russian Federation in the prescribed manner.
5. A company must have a round seal bearing its
full name in Russian and indicating the companys location. The companys seal may also feature its name in the language of any ethnic
groups inhabiting the Russian Federation and/or
in any foreign language.

A company may have stamps and letterheads


bearing its name, and may have its own logo, as
well as a duly registered trademark and other
means of individualization.

4.
.
5. ,

.
() .

, ,
.

Article 3. Company Liability

3.

1. A company is liable for its obligations to the


extent of all its assets.

1.

.
2.
.
3. ()

,

, -

2. A company is not liable for the obligations of


its participants.
3. If a companys insolvency (bankruptcy) occurs through the fault of its participants or other
persons entitled to issue instructions which are
binding on the company or who are otherwise in
a position to determine the companys course of
action, such participants or such other persons

10

Federal Law On Limited Liability Companies

may be held subsidiary liable for the obligations


of the company if its own assets prove insufficient.
4. The Russian Federation, its constituent territories, and municipalities are not liable for the
obligations of a company, nor is the company liable for the obligations of the Russian Federation and of its constituent territories and
municipalities.


.
4. ,
, ,
.

Article 4. Company Name and Location

4.

1. A company must have a full name and may


have an abbreviated name in Russian. A company may also have a full and/or abbreviated
name in the language of the ethnic groups inhabiting the Russian Federation and/or in any foreign language.

1.
.
()

()
.


" ".

" " .



, , .
( . 18.12.2006 N
231-)
.
(
18.12.2006 N 231-)
2.
.
( . 21.03.2002 N
31-)
3. . -

The full name of a company in Russian must be


comprised of its full name itself and the words
[limited
liability company]. The company's abbreviated
name in Russian must be comprised of its full or
abbreviated name itself and the words
[limited liability company] or their abbreviation
[LLC].
The names of a company in Russian and in the
languages of the ethnic groups inhabiting the
Russian Federation may incorporate any borrowings from foreign languages, as transliterated
in Russian or in the languages of the ethnic groups inhabiting the Russian Federation, unless
such terms and abbreviations represent the companys corporate form.
(as restated by Federal Law No. 231-FZ dated
December 18, 2006)
Further requirements to a company name are
established by the Civil Code of the Russian Federation.
(paragraph added by Federal Law No. 231-FZ
dated December 18, 2006)
2. The location of a company is determined by
the place of its state registration.
(as restated by Federal Law No. 31-FZ dated
March 21, 2002)
3. Deleted by Federal Law No. 31-FZ dated

11

Federal Law On Limited Liability Companies


March 21, 2002.

21.03.2002 N 31-.

Article 5. Company Branches and Representative Offices

5.

1. A company may establish branches and open


representative offices by 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 by the company charter.

1. ,
,

.




,

,
,

.
2. ,
,
.
3.
, ,
.
4.

.


.

.

The establishment of branches and opening of


representative offices by a company on the territory of the Russian Federation must be carried
out in accordance with the requirements of this
Federal Law and other applicable federal laws,
and outside the territory of the Russian Federation in accordance with the applicable legislation of the foreign jurisdiction where such
branches or representative offices are established or opened, respectively, unless otherwise is
provided for in the international agreements to
which the Russian Federation is a party.
2. A companys branch is its separate subdivision which is situated outside the companys
place of location and performs all or any of the
companys functions, including those of a representative office.
3. A companys representative office is its separate subdivision which is situated outside the
companys place of location and represents and
protects the companys interests.
4. Companys branches and representative offices are not considered as legal entities and operate by virtue of regulations approved by the
company. The company allocates assets to its
branches and representative offices.
The managers of a companys branches and representative offices are appointed by the company, and act by virtue of a power of attorney
issued by the company.
A companys branches and representative offices act on behalf of the company. The company
is liable for the operations of its branches and
representative offices.

.

.

12

Federal Law On Limited Liability Companies

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. .

,

.

, .

Article 6. Subsidiary and Dependent Companies

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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.
2. , ()
,
, , .
3.
().
(),
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-

2. A company is deemed subsidiary if the other


(i.e., parent) company or partnership is in a position to determine the decisions made by such
subsidiary company by virtue of holding a controlling participation interest in the latters charter capital, under an agreement between them,
or otherwise.
3. A subsidiary company is not liable for the
debts of the parent company or partnership.
The parent company or partnership which is entitled to issue binding instructions to a subsidiary
is jointly and severally liable with the such subsidiary under the transactions entered into by the
subsidiary company pursuant to such instructions.
If the insolvency (bankruptcy) of a subsidiary
company results from the fault of the parent
company or partnership and should the subsidiarys own assets prove insufficient, the parent
company or partnership shall be subsidiary li-

13

Federal Law On Limited Liability Companies

able for the debts of the subsidiary company.


A subsidiary companys participants are entitled
to demand from the parent company or partnership the reimbursement for the losses incurred by the subsidiary company due to the fault of
the parent company or partnership.
4. A company is deemed dependent if another
(i.e. controlling, participating) business company owns more than twenty percent (20%) of
its charter capital.

.

() ,
.

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. ,
(, )
.
,
,
,
.

Article 7. Company Participants

7.

1. Both individuals and legal entities may be


participants of a company.
A federal law may prohibit or restrict participation in companies for specific categories of individuals.
2. State and municipal bodies may not be participants of a company, unless otherwise is provided for in a federal law.

1. .
.
2.
, .

,
.
.

, .


,

.
3.
.
,
,
-

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.

3. The number of participants of a company may


not exceed fifty (50).
Should the number of the company participants
exceed the limit set in this Article 7.3, the company must be transformed into an open joint
stock company or into a production cooperative

14

Federal Law On Limited Liability Companies

within one year. Unless the company undergoes


such transformation and the number of its participants decreases so as to comply with the limit
set in this Article 7.3 within the period prescribed, the company will become subject to liquidation through judicial proceedings at the claim
of the authority responsible for the state registration of legal entities or of any other state or
local authorities entitled to bring such claims
under a federal law.

.


,
, ,

,
.

Article 8. Rights of Company Participants

8.

1. Company participants are entitled:


to participate in the management of the company
in the manner established by this Federal Law
and the company charter;
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
to receive information about the companys operations and to have access to its books and records and other documents in the manner
established by its charter;
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
to participate in the distribution of the companys profits;
to sell or otherwise dispose of their participation
interests or portions thereof in the companys
charter capital to one or more of its other participants or to any other person in the manner
established by this Federal Law and the company charter;
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)

1. :

, ;
( . 30.12.2008 N
312-)

;
( . 30.12.2008 N
312-)
;


,

;
( . 30.12.2008 N
312-)

,
,
, ;
( . 30.12.2008 N
312-)

, , .

to withdraw from the company by virtue of the


disposal of their participation interests to the
company if permitted by the company charter or
to require that the company should acquire their
participation interests when so provided for in
this Federal Law;
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
and should the company be liquidated, to receive
either a portion of its assets remaining after the
settlement with its creditors or the value of such
assets.
Company participants also have other rights as

15

Federal Law On Limited Liability Companies

provided for in this Federal Law.

, .
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

Federal Law On Limited Liability Companies

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)

,

()
, ,
, , ,
. , .
(. 3
30.12.2008 N 312-)

Article 9. Obligations of Company Participants

9.

1. Company participants are obliged:


to pay for their participation interests in the manner, amount, and within the period prescribed in
this Federal Law and in the companys foundation agreement ; and
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
not to disclose any confidential information
about the companys operations.
Company participants also bear other obligations imposed by this Federal Law.

1. :
, ,
;
( . 30.12.2008 N
312-)
.
, .
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

Federal Law On Limited Liability Companies

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-)


,
.

Article 10. Expulsion of Company Participant

10.

Those company participants whose participation


interests represent, in aggregate, at least ten percent (10%) of the companys charter capital
have the right to demand in court the expulsion
from the company of any participant who
grossly breaches its obligations or whose acts or
omissions have made the activity of the company impossible or substantially hinder it.

,
,
,

() .

Chapter II. COMPANY ESTABLISHMENT

II.

Article 11. Procedure for Company Establishment


(as restated by Federal Law No. 312-FZ dated
December 30, 2008)

11.

1. A company is established by a decision of its


founder(s). The decision on the companys establishment is passed by the meeting of the company founders. Should a company have a single
founder, the latter, acting solely, passes a resolution on the companys establishment.

1.
.
.


.
2.

,
,
,

,

2.The decision on a companys establishment


shall reflect the voting results of the company
founders and the decisions passed on the issues
of the companys establishment, approval of its
charter, the election or appointment of the companys governing bodies, and the formation of
its internal audit commission or the election of
the companys internal auditor, if the formation
of such bodies is provided for by the company
charter or is obligatory pursuant to this Federal

( . 30.12.2008 N
312-)

18

Federal Law On Limited Liability Companies

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.

.

, ,
,
.


, ,
.
3. , ,
,


,
.
4. ,


.
,


,
.

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

Federal Law On Limited Liability Companies

to its state registration. The company is liable


for its founders obligations connected with its
establishment only if the founders actions are
subsequently approved by the companys general participants meeting. The companys resulting liability may under no circumstances
exceed one-fifth of its paid-in charter capital.

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.

. ,
, .

.
7. .
8.

.



, ,

, .

Article 12. Company Charter


(as restated by Federal Law No. 312-FZ dated
December 30, 2008)

12.
( . 30.12.2008 N
312-)

1. The charter of a company is considered as its


constitutional document.
(Article 1 restated by Federal Law No. 312-FZ
dated December 30, 2008)
2. The charter of a company must provide for
the following:
the full and abbreviated names of the company;

1.
.
(. 1 .
30.12.2008 N 312-)
2. :

the companys place of location;


the composition of the companys bodies and
their competence, including the matters falling
within the exclusive competence of the companys general participants meeting and procedures for decision-making by the companys
bodies, including issues to be decided unanimously or by a qualified majority vote;
the size of the companys charter capital;

;
;

, , ,
, ,
;
;

20

Federal Law On Limited Liability Companies


the rights and obligations of the company participants;
the procedure for, and the consequences of, a
participants withdrawal from the company if
the right to withdraw from the company is provided for by the company charter;
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
the procedure for the transfer of a participation
interest or a portion thereof in the companys
charter capital to another person;
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
the terms for keeping the companys documents
and for providing information by the company
to company participants and third parties, and
other information as required by this Federal
Law.
The charter of a company may also include such
other provisions as do not contradict this Federal Law and other applicable federal laws.
3. Should a company participant, external auditor, or any interested party so request, the company must provide them, within a reasonable
period, with the opportunity to familiarize with
its charter and amendments thereto. At the request of a company participant, the company
must provide such participant with a copy of the
company charter then in effect. The fee charged
by the company for providing such copies may
not exceed the cost of their production.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
4. Amendments to the charter of a company are
made by a resolution of the companys general
participants meeting.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
Any amendments made to the charter of a company are subject to state registration in accordance with the procedure for company
registration prescribed by Article 13 hereof.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
The amendments made to the charter of a company become effective for third parties as from
the state registration of such amendments or, in

;

,
;
( . 30.12.2008 N
312-)

;
( . 30.12.2008 N
312-)

;
,
.

,

.
3. ,

, .

. , ,
.
( . 30.12.2008 N
312-)
4.
.
( . 30.12.2008 N
312-)
, ,
, 13
.
( . 30.12.2008 N
312-)
, ,

, ,

21

Federal Law On Limited Liability Companies

the cases provided for in this Federal Law, upon


the notification of the authority responsible for
the state registration.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)

, ,

.
( . 30.12.2008 N
312-)
5. c 1 2009 . - 30.12.2008 N 312-.

5. Lost effect on July 1, 2009 - Federal Law No.


312-FZ dated December 30, 2008
Article 13. Company State Registration

13.

A company is subject to state registration by the


authority responsible for the state registration of
legal entities in accordance with the procedure
prescribed by the federal law on the state registration of legal entities.

,
, ,

.

Chapter III. COMPANY CHARTER CAPITAL. COMPANY ASSETS

III. .

Article 14. Company Charter Capital. Participation Interests in Company Charter Capital

14. .

1. The charter capital of a company is comprised


of the nominal values of its participants participation interests.
The charter capital of a company must amount
to at least ten thousand Russian rubles (RUR
10,000).
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
The size of the charter capital of a company and
the nominal value of the participation interests
of its participants are expressed in Russian rubles.
The charter capital of a company determines the
minimum amount of its assets guaranteeing the
interests of its creditors.
2. The size of the participation interest in the
charter capital of a company held by a company
participant is expressed as a percentage or a fraction. The size of a company participants participation interest must represent the ratio of the
nominal value of the participants participation
interest to the companys charter capital.
The actual value of the participation interest of
a company participant corresponds to that portion of a companys net assets value which is

1.
.

.
( . 30.12.2008 N
312-)
.
, .
2. .


.

,

22

Federal Law On Limited Liability Companies


proportional to the size of the participants participation interest.
3. The charter of a company may limit the maximum size of the participation interest of a
company participant. The company charter may
restrict the possibility of changing the ratio between the company participants participation interests. Such restrictions may not be imposed
only on certain company participants. The respective provisions may be included in the company charter at its establishment or subsequently
added to, or modified, or deleted from the company charter by a resolution of the companys
general participants meeting passed by all company participants unanimously.

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.
.
.

.
, ,

, .
,
,
, ,

,
,

.
(
30.12.2008 N 312-)

Article 15. Payment for Participation Interests in Company Charter Capital


(as restated by Federal Law No. 312-FZ dated
December 30, 2008)

15.
( . 30.12.2008 N
312-)

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. , ,

.
2. ,
, ,
.

,
, ,
-

2. The monetary value of in-kind contributions


to be made in payment for participation interests
in the charter capital of a company is subject to
approval by a decision of the companys general
participants meeting passed by all company participants unanimously.
If the nominal value, or an increase in the nominal value, of the participation interest of a company participant in its charter capital, which is
to be paid for in kind, exceeds twenty thousand
Russian rubles (RUR 20,000), such in-kind

23

Federal Law On Limited Liability Companies

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.


. ,
, ,
.



,

19
.

,
.
3.

,
, , ,
,

.

,


.
,
,
.




-

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.

The charter of a company may specify those


types of assets which may not be used for the
purposes of payment for a participation interest
in its charter capital.
3. Should a companys right to use certain assets
be terminated prior to the expiry of the period
for which the assets were transferred for use to
the company in payment for its participation interest, the company participant having transferredhe assets must provide the company, if so
requested by the latter, with a monetary [cash]
compensation equal to the price payable for the
use of such assets on similar terms for the remainder of the above period. Such monetary
compensation must be paid in a lump sum and
within a reasonable period upon submission of
the relevant request by the company, unless a
different procedure for paying the compensation
is determined by a decision of the companys general participants meeting. Such decision of the
companys general participants meeting is passed without counting the votes held by the company participant who transferred the
prematurely terminated right to use the property
to the company in payment for that participants
participation interest.
The foundation agreement of a company or in
a company with a sole founder the latters resolution on the companys establishment may
provide for other means and procedures for the
provision of compensation by the company par-

24

Federal Law On Limited Liability Companies

ticipant upon the early termination of the assets


use right transferred by such participant to the
company in payment for its participation interest in the company's charter capital.
If the compensation is not provided in due time,
the participation interest in the companys charter capital or a portion thereof proportional to
the outstanding amount (value) of the compensation transfers to the company. Such participation interest or a portion thereof must be
trasferred by the company in the manner and
within the period prescribed in Article 24 of this
Federal Law.
4. The assets transferred for their use to a company by a company participant as payment for
its participation interest remain in the companys
use after such participants withdrawal or expulsion from the company until the expiry of the
period for which the assets were transferred, unless otherwise is provided for in the companys
foundation agreement.


,

.


, ()
, .
,
24 .
4. ,
,

, ,

.

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-)

3. Failing full payment of a participation inte-

2.

.
3. -

25

Federal Law On Limited Liability Companies

rest in the charter capital of a company within


the period determined in accordance with Article
16.1 of this Federal Law, the unpaid portion of
the participation interest is transferred to the
company. Such portion of the participation interest must be disposed of by the company in the
manner and within the period prescribed by Article 24 of this Federal Law.
The foundation agreement of a company may
provide for a penalty (i.e. a fine and or a late
charge) for failure to pay for a participation interest in the companys charter capital.

,
1
,
.
,
24 .

Unless otherwise provided for in the charter of a


company, the participation interest held by its
founder grants voting rights to the extent of only
the paid-for portion of such participation interest.
(Article 3 added by Federal Law No. 312-FZ
dated December 30, 2008)



(, )
.
,
,
.
(. 3
30.12.2008 N 312-)

Article 17. Increase of Company Charter Capital

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.
.

Article 18. Increase in Company Charter Capital Using Companys Assets

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.
,

,

.



,

A decision on the increase of the charter capital


of a company using its own assets may only be
taken based on the companys financial statements for the year immediately preceding that

2.
, ()
, (),
,
, .

26

Federal Law On Limited Liability Companies


during which such decision is taken.
2. The amount of an increase of the charter capital of a company using its own assets may not
exceed the difference between the companys
net assets value and the total amount of its charter capital plus its reserve fund.
3. Should the charter capital of a company be increased in accordance with this Article 18, the
nominal values of the participation interests of
all company participants increase on a pro rata
basis, while the sizes of their participation interests remain unchanged.
4. The application for the state registration of the
amendments to the charter of the company in
connection with an increase of its charter capital
must be signed by a person performing the functions of the companys sole executive body. The
application confirms the companys compliance
with the requirements set forth in Articles 18.1
and 18.2 of this Federal Law.

,
.
2. , ,


.
3.
.
4.
,
, ,
.
1 2 .

The above application and the other documents


required for the state registration of the amendments to the charter of a company in connection
with an increase of its charter capital and with
the associated changes in the nominal values of
the company participants participation interests
are to be filed with the authority responsible for
the state registration of legal entities within one
(1) month of the date of the decision on the increase of the companys charter capital using its
own assets.
Such amendments become effective for third
parties upon their state registration.
(Article 4 added by Federal Law No. 312-FZ
dated December 30, 2008)

,
,


,
, .


.
(. 4
30.12.2008 N 312-)

Article 19. Increase of Company Charter Capital by Way of Additional Contributions of


Company Participants and Contributions of
Third Parties Newly Admitted to Company

19.

,

1. The companys general participants meeting


may resolve to increase the companys charter
capital through additional contributions by company participants by at least two-thirds majority
vote of the total number of votes held by the
company participants, unless a greater majority

1.

,
,

27

Federal Law On Limited Liability Companies

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.


.

,

, .
,

,
.

,

,
.

, ,
.


,
.

, ,

.
( . 30.12.2008 N
312-)
- c 1
2009 . -
30.12.2008 N 312-.
2.


(
)

Each company participant is entitled to make an


additional contribution not exceeding such portion of the total value of the additional contributions as is proportional to the participants
participation interest in the companys charter
capital. The company participants may make additional contributions within two (2) months of
the date of the resolution of the companys general participants meeting referred to in the first
paragraph of this Article 19.1, unless a different
period is established by the company charter or
by a resolution of its general participants meeting.
Within one (1) month of the expiry of the period
reserved for making additional contributions, the
companys general participants meeting must
approve the results of the additional contributions by the company participants and the
amendments to the company's charter to reflect
the resulting increase of its charter capital. The
nominal value of the participation interest of
each company participant which made an additional contribution increases in accordance with
the ratio specified in the first paragraph of this
Article 19.1.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
Paragraphs 4-5 lost effect on July 1, 2009 Federal Law No. 312-FZ dated December 30, 2008.
2. A companys general participants meeting
may resolve to increase the companys charter
capital based upon an application(s) from a company participant(s) for the acceptance of an additional contribution(s) and/or (unless prohibited

28

Federal Law On Limited Liability Companies

by the company charter) an application(s) from


a third party(parties) for admission to the company and the acceptance of a contribution(s).
Such decision is to be made unanimously by all
company participants.

(), , ( )
.

.
,
, ,

.
.

The application from a company participant and


that from a third party must indicate the amount
and type of the applicants contribution, the procedure and period for making the contribution,
and the participation interest that the company
participant or the third party would like to acquire in the companys charter capital. The application may also contain other conditions of
making the contribution and joining the company.
Simultaneously with a decision to increase the
charter capital of a company based upon an application(s) from a company participant(s) for
the acceptance of an additional contribution(s),
resolutions must be passed to amend the company charter in connection with the resulting increase of its companys charter capital, as well
as to increase the nominal value(s) of the participation interest(s) of the company participant(s)
who filed such application(s) for the acceptance
of the additional contribution(s), and (if applicable) to change the sizes of the participation interests of the company participants. Such
resolutions must be passed by all company participants unanimously. The nominal value of the
participation interest of each company participant who filed an application for the acceptance
of an additional contribution increases by an
amount equal to or less than the value of the participants additional contribution.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
Simultaneously with a decision to increase the
charter capital of a company based upon an application(s) from a third party(parties) for admission to the company and for the acceptance
of a contribution(s), resolutions must be passed
to admit such third party(parties) to the company, to amend the company charter in connection with the resulting increase of the companys
charter capital, to determine the nominal
value(s) and size(s) of the participation interest(s) of such third party(parties), and to change







,
,
,
.

. ,

,
,
.
( . 30.12.2008 N
312-)




,
,

29

Federal Law On Limited Liability Companies

the sizes of the participation interests of the


company participants. The nominal value of the
participation interest acquired by each third
party admitted to the company may not exceed
the value of such third partys contribution.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)

.
. ,
, ,
.
( . 30.12.2008 N
312-)




.
( . 30.12.2008 N
312-)
2.1.
,
.
.

.


,

, ,
,
, ,


,
, ,

Company participants and third parties must


make their additional contributions within six
(6) months of the date of the respective resolutions of the companys general participants meeting set forth in this Article 19.2.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)

2.1. The application for the state registration of


the amendments to the charter of a company
provided for in this Article 19 must be signed by
the person performing the functions of the companys sole executive body. Such application
confirms that the additional contributions have
been made in full by the company participants or
the third parties respectively. Should the companys assets prove insufficient, the company
participants jointly and severally bear subsidiary
liability for the companys obligations to the extent of the outstanding portions of their additional contributions within three (3) years after the
state registration of the relevant amendments to
the company charter.
The above application and other documents required for the state registration of the amendments provided for in this Article 19 in
connection with the increase of the charter capital of a company, the increase of the nominal values of the participation interests of those of its
participants who have made additional contributions, the admission of third parties to the
company, the determination of the nominal values and sizes of their participation interests,
and, if applicable, the resulting changes in the
sizes of the company participants participation
interests, as well as such documents as are required in order to confirm the completion of the
additional contributions by the company participants and of the contributions by the third parties, must be filed with the authority responsible

30

Federal Law On Limited Liability Companies

for the state registration of legal entities within


one (1) month of the date of the resolution approving the results of the additional contributions passed by the company participants in
accordance with Article 19.1 of this Federal Law
or the date of the completion of the additional
contributions made by the company participants
or third parties on the basis of their relevant applications.
Such amendments become effective for third
parties upon their state registration.
(Article 2.1 added by Federal Law No. 312-FZ
dated December 30, 2008)


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
, .
(. 2.2
30.12.2008 N 312-)
3. ,

,
, ,

, 395
.
, ,
,

,
.

Article 20. Decrease of Companys Charter


Capital

20.

1. A company may or, in the cases stipulated by


this Federal Law, must decrease its charter capital.
A decrease of the Companys charter capital
may be effected by way of reduction of the nominal value of all participants participation interests in the Companys charter capital and (or)
cancelation of participation interests owned by
the Company.

1. , , ,
.



() ,
.

31

Federal Law On Limited Liability Companies

A company may not decrease its charter capital


if as a result of such decrease it becomes less
than the de minimis charter capital amount set
out by this Federal Law as of the date of filing
the documents for the state registration of the relevant amendments to the company charter or,
where the company is required to reduce its
charter capital under this Federal Law, as of the
date of the companys state registration.

,
,



, ,

,
.



.

A decrease of the charter capital of a company


by way of reduction of the nominal value of the
participation interests of all its participants must
be carried out so that to ensure that the size of
the participation interests of all company participants should remain unchanged.
2. Lost effect on July 1, 2009 Federal Law of
December 30, 2008 No. 312-FZ.
3. If the net assets value of a company at the end
of its second or any subsequent financial year
proves to be less than its charter capital, the
company must announce and duly register a decrease of its charter capital up to an amount which
does not exceed its net assets value.

If the net assets value of a company at the end of


its second or any subsequent financial year proves to be less than the de minimis charter capital amount set out by this Federal Law as of the
date of the companys state registration, the
company is subject to liquidation.
The net asset value of a company is calculated as
prescribed by a federal law and regulatory acts
issued in accordance therewith.
4. Within thirty (30) days of the date of a resolution to decrease its charter capital, the company must notify all known creditors of the
decrease and of the new amount of its charter
capital in writing and must also publish an announcement about such resolution in a periodical where the information on the state
registration of legal entities is published. In such
case, the companys creditors may require within thirty (30) days of the date of such anno-

2. c 1 2009 . - 30.12.2008 N 312-.


3.


,

,
,
.

,

, .
,
.
4.


, ,
,
. -

32

Federal Law On Limited Liability Companies

uncement that the companys respective obligations be either terminated or accelerated and that
the associated damages to be compensated.







.

,
.



,
,

.
(
30.12.2008 N 312-)
.
(
30.12.2008 N 312-)
5. , ,

,



. ,
,
,

,

.

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

Federal Law On Limited Liability Companies

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. A participation interest or a portion thereof in


the charter capital of a company may be transferred to one or more company participants or
to third parties under a transaction, by way of
succession, or on other lawful grounds.

1.



,
.
2.

.
,
.

,
,
.
3. ,
.

2. A company participant may sell or otherwise


dispose of its participation interest or a portion
thereof to one or several company participants.
Such transaction does not require the consent of
the other company participants or the company,
unless provided otherwise in the company charter.
Unless prohibited by the company charter, the
sale or other disposal of a participation interest
or a portion thereof in the companys charter capital to any third parties may be carried provided that such disposal is compliant with the
requirements of this Federal Law.
3. Pending full payment for the participation interest held by a company participant, such participation interest may only be disposed of to the
extent that it has been paid for.
4. Company participants have the preemptive
right to purchase a participation interest or a portion thereof being offered by any other company
participant for the same price at which the participation interest or the portion thereof is offered to a third party or at a price which is different
from the price offered to the third party and
which has been set in the company charter (the
predetermined price), in either case pro rata to
their respective participation interests, unless a
different procedure for the exercise of the preemptive right for the purchase of a participation
interest or a portion thereof is established by the
company charter.
The charter of a company may grant the company the preemptive right to purchase a participation interest of a participant or a portion
thereof for the same price at which the participation interest or a portion thereof is being offe-

( . 30.12.2008 N
312-)

4.

( -

)
,


.

,
,
-

34

Federal Law On Limited Liability Companies

red to a third party or at the price predetermined


in the company charter if the other company participants fail to exercise their preemptive right
to purchase such participation interest or a portion thereof. The company may only exercise its
preemptive right to purchase the participation interest or a portion thereof for the price predetermined in the charter if the purchase price to be
paid by the company for such participation interest or a portion thereof is not below that set for
its participants.
The purchase price payable for a participation
interest in the charter capital of a company or a
portion thereof may be set in its charter as a
fixed [cash] amount or as a formula (based on
such variables as the net asset value of the company, or its book assets value as of the latest reporting date, or its net profits and the like). The
predetermined price must be the same for all
company participants, regardless of the ownership to the participation interest or a portion thereof.

,

.


,

.

, (
,
, ).

.
,


,
,

,

. ,
,
, .


, .

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.

The charter of a company may provide for the


right of the participants or the company to exercise the preemptive right in respect of other than
the entire participation interest, or other than the
entire portion of a participation interest, offered
for sale. The remainder of the participation inte-

35

Federal Law On Limited Liability Companies

rest or of a portion thereof may be sold to a third


party following the partial exercise of such right
by the company or by its participants at such
price and on such terms and conditions as were
communicated to the company and to its participants or at a price equal to or exceeding the
predetermined price. The provisions granting the
above right 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.



,
,

. ,
,

,
.
,

.




. ,
,


,
.
,

,
.


.
-

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

Federal Law On Limited Liability Companies

participation interest in the companys charter


capital or of a certain portion thereof.

.

.
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

Federal Law On Limited Liability Companies

ter capital or choose to exercise their preemptive


right in respect of other than the entire participation interest, or other than the entire portion
of the participation interest offered for sale, the
other company participants may exercise their
preemptive right to purchase such participation
interest in the companys charter capital or a portion thereof (or the remaining part thereof as the
case may be) pro rata their respective participation interests within the outstanding period for
the exercise of their preemptive right to purchase the participation interest or a portion thereof, unless provided otherwise by the company
charter.
6. The preemptive right of a company participant to purchase a participation interest in the
company charter capital or a portion thereof and,
if such right is provide for by the company charter, the preemptive right of the company to purchase a participation interest or a portion thereof
in its own charter capital expire on the date of:
the submission of a written waiver of the preemptive right in the manner prescribed in this
Article 21;










, .

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. ,

,
,
, ,

38

Federal Law On Limited Liability Companies

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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,
.

Pending the receipt of inheritance by the heir of


a deceased company participant, the manage-

8. ,
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.
,

, ,
,
, (),
, .

.

39

Federal Law On Limited Liability Companies

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.

.

If the charter of a company stipulates that the


disposal of a participation interest or a portion
thereof in the companys charter capital to the
company participants or to third parties is subject to the companys consent, such consent is
deemed given to the company participant disposing of its participation interest or the portion
thereof provided that within thirty (30) days
from the date of such company participants respective application to the company or within
such other period as may be set by the company
charter such participant receives the companys
written consent to the disposal of the participation interest or the portion thereof or does not
receive the companys written refusal to grant
the consent to such disposal.
11. A transaction aimed at the disposal of a participation interest or a portion thereof in the
charter capital of a company is subject to notarization. Failure to comply with the notarial

10. ,
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.
,

,
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,


, ,
, .
11. ,
, .

40

Federal Law On Limited Liability Companies

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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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

Federal Law On Limited Liability Companies

13. The notary certifying a transaction aimed at


the disposal of a participation interest or a portion thereof in the charter capital of a company
verifies the powers of the disposing party to dispose of such participation interest or the portion
thereof.
The powers of the person disposing of a participation interest or a portion thereof in the charter
capital of a company to dispose of the same are
confirmed by a notarized agreement under
which such participation interest or the portion
thereof were previously acquired by the respective person, as well as by an extract from the
unified state register of legal entities containing
the data on such persons title to the participation interest or the portion thereof in the companys charter capital and on the size of that
participation interest or the portion thereof. If
the person disposing of the participation interest
or the portion thereof in the companys charter
capital provides a duplicate of the relevant notarized agreement for the purpose of confirming
its powers to dispose of such participation interest or the portion thereof, the abovementioned
extract must be prepared not earlier than ten (10)
days prior to the date of the visit to the notary
for the purpose of notarizing the transaction. In
the event that the participation interest or the
portion thereof in the companys charter capital
was acquired by succession or in any other cases
where notarization is not or was not then required, the powers of the person disposing of the
participation interest or the portion thereof to
dispose of the same are confirmed by a document evidencing the transfer of the participation
interest or the portion thereof by succession, or
by a document expressing the substance of the
respective transaction executed in simple written form, or, in respect of a company established by a single person, by the resolution of the
sole founder (participant) on the companys
establishment, as well as by an extract from the
unified state register of legal entities prepared
not earlier than thirty (30) days prior to the date
of the visit to the notary for the purposes of notarizing the transaction. In the event that the participation interest or the portion thereof in the
charter capital of a company which was established by several persons is disposed by one of
the companys founders, the powers of such person are to be confirmed by a notarized copy of

13. ,
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42

Federal Law On Limited Liability Companies

the companys foundation agreement, a well as


by an extract from the unified state register of
legal entities prepared not earlier than thirty (30)
days prior to the date of the visit to the notary
for the purposes of notarizing the transaction.
The notary certifying a transaction aimed at the
disposal of a participation interest or a portion
thereof in the charter capital of a company affixes a notation to the notarized agreement under
which the participation interest or the portion
thereof were previously acquired, on the execution of the transaction to dispose of the same.

14. 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, the notary having notarized the transaction performs another notarial act within three
(3) days of such notarization by filing an application with the authority responsible for the state
registration of legal entities for the relevant
changes to be made to the unified state register
of legal entities, which must be signed by the
company participant disposing of the participation interest or the portion thereof and accompanied by the relevant agreement or another
document expressing the substance of the unilateral transaction and confirming its underlying
grounds for the disposal of the participation interest or the portion thereof.
If the conditions of a transaction for the transfer
of a participation interest or a portion thereof in
the charter capital of a company require that the
participation interest or the portion thereof should be transferred to the acquirer simultaneously
with the imposition of a pledge or other encumbrances, the application which is filed for the
corresponding changes to be made to the unified
state register of legal entities and is signed by
the company participant disposing of the participation interest or the portion thereof, must specify such encumbrances.
The application may be sent by post with a return receipt requested, or submitted in person to
the authority responsible for the state registration of legal entities, or transmitted by fax or by
means of computer networks or other technical
facilities provided that the procedure for such
transmission has been determined by the Go-

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14.
,
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,

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,
,

.
,

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,
, .

,
,

,
,
,

43

Federal Law On Limited Liability Companies

vernment of the Russian Federation.


The parties to a transaction aimed at the disposal of a participation interest or a portion thereof
in the charter capital of a company may agree in
writing on a method for transmitting the above
application with due regard for the requirements
of this Article 21.
15. Within three (3) days of the notarization of a
transaction for the disposal of a participation interest or a portion thereof in the charter capital of
a company the notary having performed the notarization performs another notarial act by providing the company with a copy of the
application required by Article 21.14 of this Federal Law, which is to be accompanied by the
relevant agreement or another document expressing the substance of the respective unilateral transaction and confirming the underlying
grounds for the transfer of the participation interest or the portion thereof.

Upon the agreement between the parties to a


transaction aimed at the disposal of a participation interest or a portion thereof in the charter
capital of a company the relevant notice to the
company may be given by one of those parties.
In such case, the notary does not bear liability
for failure to notify the company of the executed
transaction.

16. Within three (3) days of the receipt of the


consents of company participants as required
under Articles 21.8 and 21.9 of this Federal Law,
the company and the authority responsible for
the state registration of legal entities must be notified of the transfer of the participation interest
or the portion thereof in the companys charter
capital by virtue of the submission of the application for the corresponding changes to be made
to the unified state register of legal entities,
which must be signed by a successor of the reorganized legal entity that was the company participant, or by a participant of the liquidated
legal entity that was the company participant, or
by the owner of property of the liquidated institution or state or municipal unitary enterprise
that was the company participant, or by a heir
or, pending the acceptance of the inheritance, by

.
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,

44

Federal Law On Limited Liability Companies

the testamentary executor, or by a notary and


must be accompanied by a document confirming
the grounds for the transfer of the rights and
obligations by succession or for the transfer of
the participation interest or the portion thereof
in the companys charter capital owned by the
liquidated legal entity to that legal entitys founders (participants) having rights in rem to the
latters property or rights in personam in respect
of the legal entity concerned.

, , ,

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.
17.
, ,

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,

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.

17. If a participation interest or a portion thereof


in the charter capital of a company has been acquired for value from a person who had no right
to dispose of the same, but the acquirer did not
and could not have known that (the good faith
acquirer), the person having lost the participation interest or the portion thereof is entitled
claim the recognition of its rights to the participation interest or the portion thereof in the companys charter capital and require that the good
faith acquirer should simultaneously be stripped
of its rights to the participation interest or the
portion thereof provided that the same has been
lost as a result of any illegitimate actions of third
parties or otherwise contrary to the will of the
person having lost the participation interest or
the portion thereof.
In the event that the action brought by the person
who lost the participation interest or a portion
thereof in the companys charter capital against
the good faith acquirer of the same is rejected,
the participation interest or the portion thereof
is deemed to have been owned by its good faith
acquirer as from the date of the notarization of
the transaction which served as the basis for the
acquisition by the good faith acquirer of the participation interest or the portion thereof. If the
good faith acquirer has obtained the participation interest or the portion thereof through a public tender, the participation interest or the portion
thereof is deemed to have been owned by its
good faith acquirer as from the recording of a
relevant entry in the unified state register of
legal entities.
The person who lost the participation interest or
the portion thereof is entitled to claim the recognition of its rights to the same and require
that the good faith acquirer should simultaneously be stripped of its rights to the participation
interest or the portion thereof in accordance with

,
,
, ,

,
. ,
,

.
, ,

,
,

45

Federal Law On Limited Liability Companies

this Article 21.17 within three (3) years of the


date when the person having lost the participation interest or the portion thereof learned or
should have learned of the breach of its rights.
18. Upon the sale of a participation interest or a
portion thereof in the charter capital of a company in breach of the preemptive right to purchase the same, any of the company participants
or the company itself (if its charter grants the
company the preemptive right to purchase a participation interest or a portion thereof in this own
charter capital) are entitled within three (3)
months of the date such company participant(s)
or the company itself learned or should have learned of such breach to claim the transfer of the
purchasers rights and obligations to them. The
arbitrazh court trying the case procures the opportunity for the other company participants and
for the company itself (if the companys charter
grants the company the preemptive right to purchase a participation interest or a portion thereof)
to join the action by prescribing in its ruling on
the preparation of the case for trial a period during which the other company participants and
the company, if they meet the requirements of
this Federal Law, may join the action. Such period may not be shorter than two (2) months.

,
, ,

.
18.



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.

If the charter of a company provides for the


companys preemptive right to purchase a participation interest or a portion thereof in its own
charter capital at the price predetermined by the
charter, the person taking over the rights and
obligations of the purchaser reimburses the latter for the costs incurred in payment for the participation interest or the portion thereof in the
amount which may not exceed the price for the
purchase of a participation interest or a portion
thereof predetermined by the charter. The court
judgment on the transfer of the participation interest or the portion thereof to a company participant or to the company itself constitutes a
ground for the state registration of the respective changes to be made to the unified state register of legal entities.
Upon the disposal of a participation interest or a
portion thereof in the charter capital of a company or upon the transfer of the same on any

46

Federal Law On Limited Liability Companies

other grounds to any third parties in breach of


the procedure for obtaining consent of the company participants or of the company itself in accordance with this Article 21, as well as upon a
breach of the prohibition on the sale or other disposal of a participation interest or a portion thereof, the company participant(s) or the company
itself are entitled within three (3) months of the
date when they learned or should have learned
of such breach to claim in court that the respective participation interest or the portion thereof
be transferred to the company. In this case should the participation interest or the portion thereof be transferred to the company, the person
having transferred the participation interest or
the portion thereof in breach of the above procedure is to reimburse the acquirer of the participation interest or the portion thereof for the
latters costs incurred in connection with such
acquisition.
The court judgment on the transfer of the participation interest or the portion thereof to the
company constitutes a ground for the state registration of the corresponding change. The company must dispose of such participation interest
or the portion thereof in the companys charter
capital in the manner and within the period prescribed in Article 24 of this Federal Law.

, ,


,

. ,

, ,
.

Article 22. Pledge of Participation Interests


in Company Charter Capital
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)

22.
( . 30.12.2008 N
312-)

1. A company participant is entitled to pledge its


participation interest or a portion thereof in the
companys charter capital to another company
participant or, unless prohibited by the company
charter and subject to consent of the companys
general participants meeting, to a third party.
The decision of a companys general participants meeting on the consent to the pledge of
the participation interest or the portion thereof
in the companys charter capital belonging to the
company participant is passed by a majority vote
of the total number of votes held by all company
participants, unless a greater majority vote for
such decision is required by the company charter. The vote of the company participant intending to pledge its participation interest or the
portion thereof is disregarded for the purposes

1.


, ,

.

,
, ,

. ,
, -


.

,
24
.

47

Federal Law On Limited Liability Companies

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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- ,
()
,
, .

,

, .
,
,
.

,
,


,
, .

,

, ,
,
.

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 the notarial act by providing the
company with a copy of the above application,
which must be accompanied by a copy of the
pledge agreement for the participation interest
or the portion thereof.

48

Federal Law On Limited Liability Companies

Article 23. Acquisition by Company of Participation Interest or Portion Thereof in its


Own Charter Capital
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)

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. ,
,


,
,

.

In the cases provided for in the first and second


paragraphs of this Article 23.2, the company is
required within three (3) months of the occurrence of the respective obligation, unless a different period is prescribed by the company



1 19
,
,
, .
,

. ,

, ,

.
, ,
,
, -

49

Federal Law On Limited Liability Companies

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-


, ,

,

.
, ,

,
,
.
,
.
(. 2 .
30.12.2008 N 312-)
3. c 1 2009 . - 30.12.2008 N 312-.
4. ,
, .

,
, ,

.
5. 8 9 21


,
, ,


.
,
-

50

Federal Law On Limited Liability Companies

pant, or to the participants of the liquidated legal


entity which was the company participant, or to
the owner of assets of the liquidated institution
or state or municipal unitary enterprise which
was the company participant, or to the person
having acquired the participation interest or the
portion thereof in the companys charter capital
through a public tender, in each case in an amount equal to the actual value of the participation
interest or the portion thereof as determined on
the basis of the companys financial statements
for the latest reporting period preceding the date
of the company participants decease, or the
completion date of the legal entitys reorganization or liquidation, or the date of the acquisition
of the participation interest or the portion thereof through a public tender or, subject to the
above parties consent, to provide them with inkind assets of equal value.
(Article 5 restated by Federal Law No. 312-FZ
dated December 30, 2008)
6. Should a company pay the actual value of its
participants participation interest or a portion
thereof at the request of the participants creditors in accordance with Article 25 of this Federal Law, that portion of such participation
interest the actual value of which was not paid
for by the other company participants is transferred to the company, while the remainder of
the participation interest is subject to distribution among the company participants in proportion to their respective effected payments.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
6.1. In the event of withdrawal of a company
participant from the company in accordance
with Article 26 of this Federal Law, its participation interest is transferred to the company. The
company is obliged to make payment to the
company participant having given a notice of its
withdrawal from the company in an amount
equal to the actual value of such participants
participation interest in the companys charter
capital, as determined on the basis of the companys financial statements for the latest reporting period preceding the delivery date of the
notice of withdrawal from the company or, subject to the company participants consent, to provide it with in-kind assets of equal value or,
provided that the participant has not paid for its
participation interest in the companys charter

- ,

, - ,
, ,

,
,
,
,

.
(. 5 .
30.12.2008 N 312-)
6. 25
,
,
,
.
( . 30.12.2008 N
312-)
6.1.
26 .
,
, ,

,

,


.

51

Federal Law On Limited Liability Companies


capital in full, to make payment to the company
participant in an amount equal to the actual
value of the paid-for portion of its participation
interest.
The company is obliged to make payment to its
participant in an amount equal to the actual
value of the participation interest or a portion
thereof held by the company participant in the
companys charter capital, or to provide the
company participant with in-kind assets of equal
value, within three (3) months of the occurrence
of the respective obligation, unless the company
charter prescribes a different period or a different procedure for paying the actual value of a
participation interest or a portion thereof. The
provisions prescribing a different period or a different procedure for paying the actual value of a
participation interest or a portion thereof in the
charter capital of a company 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.
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 6.1 restated by Federal Law No. 312FZ dated December 30, 2008)
7. A participation interest or a portion thereof is
deemed transferred to the company as from:
1) the date of the receipt by the company of its
participants demand for acquisition of the same;
or
2) the date of the receipt by the company of its
participants notice of withdrawal from the company provided that the right of withdrawal from
the company is set forth by the company charter;
or
3) the expiry date of the period reserved for making payment for the participation interest in the
companys charter capital or for the provision of
compensation as required under Article 15.3 of
this Federal Law; or
4) the effective date of the court judgment on the
expulsion of the company participant from the
company; or
5) the date of the receipt of a refusal of any company participant to grant consent to the transfer




,
. ,

,

,
,
.
,
.
(. 6.1
30.12.2008 N 312-)

7.
:
1) ;
2) ,
;
3)
, 3
15 ;
4)
;
5)

52

Federal Law On Limited Liability Companies

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)



,
,
() - ,
,
-
,
;
6) ,
, .
(. 7 .
30.12.2008 N 312-)
7.1.
, ,
.

.
(. 7.1
30.12.2008 N 312-)
8.


,
.


.
,
.
,
,

8. The company is obliged to pay the actual


value of a participation interest or a portion thereof in its charter capital or to provide in-kind
assets of equal value within one (1) year of the
transfer of the participation interest or the portion thereof to the company, unless a shorter period is prescribed by this Federal Law or the
company charter.
The actual value of the participation interest or
the portion thereof must be paid out of the difference between the companys net assets value
and its charter capital. Should the difference be
insufficient, the company must decrease its charter capital by the outstanding amount.

If a decrease in the companys charter capital


may result in its incompliance with the minimum charter capital requirement set forth by this
Federal Law as on the date of the companys
state registration, the actual value of the partici-

53

Federal Law On Limited Liability Companies

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.

, ,


.


.



, ,



, .


,
()

() .



,
,
,
,
.

A company may not pay out the actual value of


a participation interest or a portion thereof in its
charter capital or to provide in-kind assets of
equal value if at the time of such payment or assets provision 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 the payment or
the assets provision concerned.

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

Federal Law On Limited Liability Companies


dated December 30, 2008)

(. 8 .
30.12.2008 N 312-)

Article 24. Participation Interests Held by


Company
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)

24. ,
( . 30.12.2008 N
312-)

1. Participatory interests held by a company are


to be disregarded for the purposes of determining the voting results at the companys general
participants meetings and during the distribution of the companys profits, as well as during
the allocation of the companys assets upon its
liquidation.
2. Within one (1) year of the date of the transfer
of a participation interest or a portion thereof in
the charter capital of a company to the company,
such participation interest or the portion thereof
pursuant to a relevant decision of the companys
general participants meeting must be distributed among all company participants in proportion to their respective participation interests in
the companys charter capital or offered for acquisition to all or some of the company participants and/or, unless prohibited by the company
charter, to third parties.
3. The distribution of a participation interest or
a portion thereof among the company participants is only permitted if its transfer to the company has been preceded by the payment due for
the participation interest or the portion thereof
or by the provision of the compensation required
under Article 15.3 of this Federal Law.
4. The sale of a participation interest or a portion thereof in the charter capital of a company,
if unpaid for, and the sale of a participation interest or a portion thereof held by a company
participant who has failed to provide the required monetary or other compensation in the manner and within the period prescribed in Article
15.3 of this Federal Law is carried out at a price
at least equal to the nominal value of the participation interest or the portion thereof. Participation interests or portions thereof acquired by a
company in accordance with this Federal Law,
including those acquired from the companys
former participants upon their withdrawal, must
be sold for a price at least equal to that paid by
the company during the acquisition of the participation interests or the portions thereof, unless

1. , ,
, ,
.
2.


(),
,
.
3.

,

, 3 15
.
4.
,
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15 ,
, .
, ,
,
, ,

55

Federal Law On Limited Liability Companies


a different price is determined by a decision of
the companys general participants meeting.
The sale of a participation interest or a portion
thereof to company participants which alters the
sizes of the participation interests of the company participants, as well as the sale of a participation interest or a portion thereof to third
parties and the determination of a different price
for a participation interest on sale are each subject to a decision of the companys general participants meeting passed by all company
participants unanimously.
5. A participation interest or a portion thereof
which is not distributed or sold within the period
prescribed in this Article 24 must be cancelled
and the companys charter capital must be reduced by an amount equal to the nominal value of
the participation interest or the portion thereof.
6. The authority responsible for the state registration of legal entities must be notified each
time a participation interest or a portion thereof
in the charter capital of a company is transferred to the company within one (1) month of the
date the participation interest or the portion thereof is deemed transferred to the company by
virtue of filing an application for the relevant
changes to be made to the unified state register
of legal entities and of a document confirming
the grounds for the transfer of the participation
interest or the portion thereof to the company.
Should the participation interest or the portion
thereof be distributed, sold, or cancelled during
the specified period, the company must notify
the authority responsible for the state registration of legal entities accordingly by virtue of
submitting an application for the relevant changes to be made to the unified state register of
legal entities and of the documents confirming
the grounds for the transfer of the participation
interest or the portion thereof to the company
and their subsequent distribution, sale, or cancellation. The documents required for the state
registration of the changes provided for in this
Article 24 and, with respect to the sale of a participation interest or a portion thereof in the
charter capital of a company, also the documents
confirming the completion of the payment due
for the participation interest or the portion thereof in the companys charter capital must be
filed with the authority responsible for the state
registration of legal entities within one (1)

.

,
,


,
.

5.

,
.
6. ,
,




,
.
, , ,

,


,
, , .
,
,
,
, ,

56

Federal Law On Limited Liability Companies

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.


,
.

Article 25. Levy of Execution upon Company


Participant's Participation Interest or Portion Thereof in Company Charter Capital
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)

25.


( . 30.12.2008 N
312-)

1. Execution on a participation interest or a portion thereof in the charter capital of a company


held by a company participant may be levied on
demand by the latters creditors for his debts,
pursuant to a court judgment where the company
participants other property is insufficient to
cover the debts.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
2. In case execution is levied on the participation interest or the portion thereof held by a
company participant in the companys charter
capital for the debts of the company participant,
the company is entitled to pay the actual value of
the participation interest or the portion thereof
to the participants creditors.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
By a decision of the companys general participants meeting passed by all company participants unanimously, the actual value of the
participation interest or the portion thereof of the
company participant on whose assets execution
is levied may be paid to the participants creditors by the companys other participants in proportion to their respective participation interests
in its charter capital, unless a different procedure
for determining the amount of such payment is
provided for by the company charter or by a decision of the companys general participants
meeting.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
The actual value of a company participant's participation interest or a portion thereof in the

1.




.
( . 30.12.2008 N
312-)
2.


.
( . 30.12.2008 N
312-)


, ,
, ,
,
.
( . 30.12.2008 N
312-)

-

57

Federal Law On Limited Liability Companies

companys charter capital is determined on the


basis of the companys financial statements for
the latest reporting period preceding the date of
the submission of a request to the company for
levying the execution upon its participants participation interest in repayment of the latters
debts.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
This Article 25.2 does not apply to companies
with the sole participant.
(The paragraph added by Federal Law No. 312FZ dated December 30, 2008)
3. If a company or its participants fail to pay the
actual value of a company participants participation interest or a portion thereof in the companys charter capital within three (3) months of
the submission by the company participants
creditors of the relevant request to the company,
the execution upon the participation interest or
the portion thereof is levied through its sale by
a public tender.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)



,


.
( . 30.12.2008 N
312-)
.
(
30.12.2008 N 312-)
3. ,

, ,


.
( . 30.12.2008 N
312-)

Article 26. Company Participant's Withdrawal from Company

26.

1. If provided for by the charter of a company, a


company participant is entitled to withdraw
from the company irrespective of consent of the
other company participants or the company itself, by means of the disposal of its participation
interest to the company.
The provisions granting the right to a company
participant to withdraw from the company may
be included in the company charter at its establishment or during the subsequent incorporation of amendments in the company charter by
a decision of the companys general participants
meeting passed by all company participants unanimously, unless provided otherwise by a federal law.
(Article 1 restated by Federal Law No. 312-FZ
dated December 30, 2008)
2. The withdrawal of participants from a company whereby it is left without any participant,
as well as the withdrawal from a company of its
sole participant, is prohibited.
(Article 2 restated by Federal Law No. 312-FZ
dated December 30, 2008)

1.
, .

,
, .
(. 1 .
30.12.2008 N 312-)
2. ,

,
.
(. 2 .

58

Federal Law On Limited Liability Companies

3. (Lost effect on July 1, 2009 - Federal Law No.


312-FZ dated December 30, 2008)
4. The withdrawal of a company participant
from the company does not relieve such participant from the obligation to make its contribution
to the companys assets which arose prior to the
submission of its application for withdrawal
from the company.

30.12.2008 N 312-)
3. c 1 2009 . - 30.12.2008 N 312-.
4.
,
.

Article 27. Contributions to Company Assets

27.

1. Company participants are obliged, if provided


for by the company charter, to make contributions to the companys assets by a decision of
the companys general participants meeting.
Such obligation may be imposed on the company participants by being included in the company charter at its establishment or by the
subsequent incorporation of the respective
amendments to the company charter by a decision of the companys general participants meeting passed by all company participants
unanimously.
A decision of the companys general participants meeting on the contributions to the companys assets may be 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 decision is required by the company charter.

1. ,
,
.


,
.

2. The contributions to the assets of a company


are made by all company participants in proportion to their respective participation interests in
the companys charter capital, unless a different
procedure for determining the amounts of contributions to the companys assets is prescribed
by the company charter.
The charter of a company may limit the maximum value of the contributions to be made to
the companys assets by all or specific company
participants, and may provide for other restrictions related to contributions to the companys
assets. Those restrictions related to contributions
to the companys assets which apply to a certain
company participant do not extend to the acquirer of its participation interest or a portion thereof if the latter is disposed of.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)



,
.
2.
,

.
,
,

,
. , ,
,
-

59

Federal Law On Limited Liability Companies

.
( . 30.12.2008 N
312-)
,
, ,
,
,


,
.

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.


,
, ,

, ,
, .
, ,
,

, , ,
,
.
3.
, .
4.
.

Article 28. Distribution of Company Profits


among Company Participants

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

Federal Law On Limited Liability Companies

or once a year. The portion of the companys net


profits to be distributed among the company participants is determined by a decision of the companys general participants meeting.

. , ,

.
2. ,
,

.

2. The portion of the companys profits intended


for distribution among the company participants
is subject to distribution in proportion to their
respective participation interests in the companys charter capital.
A different procedure for the distribution of profits among the 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 provisions of the company charter establishing the abovementioned procedure
are subject to a decision of the companys general participants meeting passed by all the company participants unanimously.



, ,

. , ,
, .

Article 29. Restrictions on Distributions of


Company Profits Among Company Participants. Restrictions on Payment of Company
Profits to Company Participants

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

Federal Law On Limited Liability Companies

become less than this amount as a result of passing the decision; or


- in other cases provided for by federal laws.


;
, .
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.

, .

,
.

Article 30. Reserve Fund and Other Company Funds

30.

A company may establish a reserve fund and


other funds in accordance with the procedures
and in the amounts provided for by the company
charter.


, .

Article 31. Placement of Bonds by a Company

31.

1. A company may place bonds and other equity


securities in the manner prescribed by the applicable legislation on securities.

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

Federal Law On Limited Liability Companies

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)

3. Lost effect the Federal Law No. 138-FZ


dated July 27, 2006.

, ,


.
,

.
(. 2 .
27.07.2006 N 138-)
3. . -
27.07.2006 N 138-.

Chapter III.1. MAINTENANCE OF LIST


OF COMPANY PARTICIPANTS
(The chapter added by Federal Law No. 312-FZ
dated December 30, 2008)

III.1.
(
30.12.2008 N 312-)

Article 31.1. Maintenance of List of Company


Participants

31.1.

1. A company maintains a list of its participants


to record information about each company participant, the size of its participation interest in
the companys charter capital, and the payment
made for such participation interest, as well as
about the sizes of the participation interests held
by the company itself and the dates of their
transfer to or acquisition by the company.
The company is obliged to procure the maintenance and keeping of a list of its participants in
accordance with the applicable requirements of
this Federal Law as from the date of the companys state registration.
2. Unless it pertains to the authority of any other
governing body under the companys charter,
the person serving as the companys sole executive body must ensure consistency of the information recorded in the list with respect to
company participants and the participation interests or portions thereof held by them in the
companys charter capital, and with respect to
the participation interests or portions thereof
held by the company itself with the corresponding data contained in the unified state register
of legal entities, as well as with the notarized
transactions, known to the company, for the
transfer of participation interests in the companys charter capital.

1. ,
, , ,

.

.
2. , ,

,
, , , ,

,

, .

63

Federal Law On Limited Liability Companies

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.

Article 32. Company Governing Bodies

32.

1. A general participants meeting is the supreme


body of a company. A general participants meeting may be regular or extraordinary.

1.
.

.

All company participants have the right to attend the companys general participants me-

64

Federal Law On Limited Liability Companies

eting, to participate in the discussions over the


issues on the meeting agenda, and to vote in the
course of decision-making.

,
.

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;


,
, ,

.


, ,

. , ,
, .

2. ( ) .
- c 1
2009 . -
30.12.2008 N 312-.
2.1. ( )
. ,
( ) :
1) ;
2) ,


65

Federal Law On Limited Liability Companies

3) to determine the amount of remuneration and


monetary compensation payable to the companys sole executive body, members of the companys collective executive body, and the
manager;
4) to decide on the companys participation in
associations and other unions of commercial organizations;
5) to initiate an external audit, to approve an external auditor, and to determine the amount of
remuneration payable to the external auditor;
6) to approve (adopt) documents regulating the
companys internal affairs (the companys internal regulations);
7) to establish the companys branches and open
the companys representative offices;
8) to decide on the approval of interested-party
transactions in the cases provided for in Article
45 of this Federal Law;
9) to decide on the approval of major transactions in the cases provided for in Article 46 of
this Federal Law;
10) to decide on the issues related to the preparation, calling, and holding the companys general participants meetings; and
11) to decide on such other issues as may be stipulated by this Federal Law, as well as such
other matters as may be provided for by the
company charter and do not fall within the competence of its general participants meeting or
executive body.
(Article 2.1 added by Federal Law No. 312-FZ
dated December 30, 2008)
2.2. If the decision-making on the issues related
to the preparation, calling, and holding the companys general participants meeting pertains
under the company charter to the competence of
its board of directors (supervisory board), the
companys executive body is entitled to request
for the conduct of an extraordinary general participants meeting of the company.
(Article 2.2 added by Federal Law No. 312-FZ
dated December 30, 2008)
3. Members of the companys board of directors
(supervisory board), the person serving as the
companys sole executive body, and members of

( - ),
;
3)
,
, ;
4)
;
5) ,
;
6) ,

( );
7) ;
8) ,
, ,
45 ;
9)
,
46 ;
10) , , ;
11) , ,
.
(. 2.1
30.12.2008 N 312-)
2.2. , , ,

( )
,


.
(. 2.2
30.12.2008 N 312-)
3. ( ) , ,

66

Federal Law On Limited Liability Companies

the companys collective executive body who


are not company participants may participate in
the companys general participants meeting
with the right of a consultative vote.

,
, ,
.
4.


.


( ) .
5. ( ) ,


, ( ) ,
, .
6. ( ) . ,
, (
) .
()
, .

4. The day-to-day activities of a company are


managed by the companys sole executive body
or by the companys sole executive body and the
companys collective executive body. The companys executive bodies are accountable to the
companys general participants meeting and to
the companys board of directors (supervisory
board).
5. Any transfer of voting rights by a member of
the board of directors (supervisory board) of a
company or by a member of the companys collective executive body to any other persons, including other members of the companys board
of directors (supervisory board) and other members of the companys collective executive body,
is prohibited.
6. The charter of a company may provide for the
formation of an internal audit commission (for
the election of an internal auditor) of the company. In companies with more than fifteen (15)
participants, the formation of an internal audit
commission (the election of an internal auditor)
is mandatory. A person not being a company participant may also serve as a member of the companys internal audit commission (internal
auditor).
If provided for by the charter of a company, the
functions of the companys internal audit commission (internal auditor) may be performed by
an external auditor approved by the companys
general participants meeting and bound by no
property interests to the company, members of
the companys board of directors (supervisory
board), the person serving as the companys sole
executive body, the companys collective executive body, or company participants.

Members of the companys board of directors


(supervisory board), the person serving as the
companys sole executive body, and members of
the companys collective executive body may
not serve as members of the companys internal

()
,
,
, ,
(
)
, ,
, .
()
( ) ,
, ,

67

Federal Law On Limited Liability Companies


audit commission (internal auditor).

Article 33. Competence of Company General


Participants Meeting

33.

1. The competence of a general participants meeting of a company is defined by the company


charter in accordance with this Federal Law.

1.

.
2. :
( . 30.12.2008 N
312-)
1) ,
;
2) ,
;
3) c 1 2009 . - 30.12.2008 N 312-;
4) ,

, ,
(
) ;
(. 4 .
30.12.2008 N 312-)
5) ()
;
6)
;
7)
;
8) () , ( );
9) ;
10) ,

2. A general participants meeting of a company


has the competence:
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
1) to set guidelines for the companys activities,
and to decide on its participation in associations
and other unions of commercial organizations;
2) to approve amendments to the company charter, including changes to the size of its charter
capital;
3) Lost effect on July 1, 2009 - Federal Law No.
312-FZ dated December 30, 2008
4) to form and early terminate the authority of
company's executive bodies, as well as to decide
on the delegation of the powers vested in its sole
executive body to the manager, and to approve
the manager and the conditions of the contract
therewith, unless the decision-making on such
issues is reserved for the companys board of directors (supervisory board) by the company
charter;
(Article 4.4. added by Federal Law No. 312-FZ
dated December 30, 2008)
5) to elect and early terminate the authority of
the company's internal audit commission (internal auditor);
6) to approve annual reports and annual accounting balance sheets;
7) to decide on the distribution of the companys
net profits among the company participants;
8) to approve (adopt) the documents regulating
the companys internal affairs (the companys
internal regulations);
9) to decide on the companys placement of
bonds and other equity securities;
10) to arrange an external audit, to approve an
external auditor, and to determine the amount of

68

Federal Law On Limited Liability Companies

compensation payable to the external auditor;


11) to decide on the companys reorganization
or liquidation;
12) to appoint a liquidation commission and to
approve liquidation balance sheets; and
13) to decide on other issues stipulated by this
Federal Law.
No issue falling within the exclusive competence of the companys general participants meeting may be delegated to its board of directors
(supervisory board) other than in the cases provided for in this Federal Law, or to the companys executive bodies.

;
11)
;
12)
;
13) , .
,

, (
) , ,

, .

Article 34. Regular General Participants Meeting of Company

34.

A regular general participants meeting of a


company is to takes place within the period prescribed by the company charter, but in any case
at least once per annum. A regular general participants meeting of the company is called by
the company executive body.
The charter of a company must set forth a period for holding a regular general participants
meeting of the company at which the annual results of the companys activities are approved.
Such general participants meeting of the company must take place not earlier than two
months and not later than four months after the
end of each fiscal year.

,
,
.
.

,
.

.

Article 35. Extraordinary General Participants Meeting of Company

35.

1. An extraordinary general participants meeting of a company is to take place in the cases


provided for in the company charter and also
whenever required by the interests of the company and its participants.

1.
, ,
,
.
2.
, (
) ,
() , ,
, -

2. An extraordinary general participants meeting of a company is called by the companys


executive body at its own initiative, or at the request of the companys board of directors (supervisory board), internal audit commission
(internal auditor), external auditor, or company
participants representing, in aggregate, at least

69

Federal Law On Limited Liability Companies

one-tenth of the total number of votes held by


the company participants.
The companys executive body is obliged within five (5) days of the receipt of a request for
holding an extraordinary general participants
meeting of the company to consider such request
and to decide whether to hold the extraordinary
general participants meeting of the company or
refuse to hold the meeting. A decision of the
companys executive body on the refusal of holding an extraordinary general participants meeting of the company may only be passed in the
following cases:
the procedure prescribed by this Federal Law for
the submission of a request for an extraordinary
general participants meeting of the company
has not been observed; or

.




.

:


;

none of the issues proposed for inclusion on the


agenda of the extraordinary general participants
meeting of the company falls within the competence of such meeting or meets the requirements
of federal laws.

,
,
.
,
,
, .

,
,
.
,
,
.
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.

The companys executive body may not amend


the wordings of the issues proposed for inclusion on the agenda of the extraordinary general
participants meeting of the company, nor may it
alter the proposed form of holding the extraordinary general participants meeting of the
company.
In addition to the issues proposed for inclusion
on the agenda of the extraordinary general participants meeting of the company, the companys executive body may add other issues to the
agenda at its own initiative.
3. Should a decision be passed to hold an extraordinary general participants meeting of the
company, such general meeting must be held
within forty-five (45) days of the date of the receipt of a request for holding the meeting.

70

Federal Law On Limited Liability Companies

4. If a decision to hold an extraordinary general


participants meeting of the company is not passed within the period prescribed by this Federal
Law or should the decision be made to refuse to
hold such general meeting, the extraordinary general participants meeting of the company may
be called by the bodies or persons requesting for
it to be held.
In such case, the companys executive body
must provide such bodies or individuals with a
list of the company participants together with
their addresses.
The costs of preparing, calling, and holding such
general meeting may be reimbursed by the company at a decision of the companys general participants meeting.

4. ,


,
, .

.
,
.

Article 36. Procedure for Calling Company


General Participants Meeting

36.

1. At least thirty (30) days prior to the date of a


general participants meeting of a company, the
body or individuals calling such meeting must
notify each company participant of the meeting
by registered mail at the address indicated in the
list of company participants or by any other method provided for by the company charter.

1. , ,

, ,
,
.
2.

,
.


. , ,


,
.
, ,

,

.
,

2. Such notice must indicate the time and place


of the companys general participants meeting,
and its proposed agenda.
Any company participant may propose additional issues for inclusion on the agenda of the
companys general participants meeting at least
fifteen (15) days prior to the meeting. Unless falling outside the competence of the companys
general participants meeting or failing to meet
the requirements of federal laws, such additional issues are subject to inclusion on the agenda
of the companys general participants meeting.

The body or individuals calling the companys


general participants meeting may not amend the
wordings of any additional issues proposed for
inclusion on the agenda of the companys general participants meeting.
If the initial agenda of the companys general

71

Federal Law On Limited Liability Companies

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.

, ,
,


,
1 .
3. ,

, ,
()
, ()
, ( )
() , , ,
,
, (), .
( . 30.12.2008 N
312-)


,
, ,
,


.

3. The information and materials to be presented


to the company participants in preparation for
the companys general participants meeting
must include the companys annual report, the
reports of its internal audit commission (internal
auditor) and external auditor upon the results of
their annual audits of the companys annual reports and annual accounting balance sheets, the
information on the candidate(s) to the companys executive bodies, board of directors (supervisory board), and internal audit commission
(internal auditors), draft amendments to the
company charter or the draft of the restated version of the company charter, the drafts of the
companys internal regulations, and such other
information or materials as may be required by
the company charter.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
Unless a different procedure for familiarization
of company participants with the abovementioned information and materials is not prescribed
by the company charter, the body or individuals
calling the companys general participants meeting are obliged to send such information and
materials to the company participants together
with a notice of the companys general participants meeting, and should the meetings agenda
be amended, to send the relevant information
and materials together with a notice of such
amendments.
The information and materials must be available
in the office of the companys executive body
for familiarization by all company participants
for thirty (30) days prior to the date of the companys general participants meeting. The company must provide a company participant with
copies of such documents upon the latters request. The fee charged by the company for providing the copies may not exceed the costs of
their production.



.
. , ,
.

72

Federal Law On Limited Liability Companies

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.
,
.

Article 37. Procedures for Holding Company


General Participants Meeting

37.

1. A companys general participants meeting is


held in the manner prescribed by this Federal
Law, the company charter, and its internal regulations. Those aspects of the procedure for holding the companys general participants
meeting which remain uncovered by this Federal Law, the company charter, and its internal regulations are regulated by a decision of the
companys general participants meeting.

1. , ,
.
, , ,

.
2.
.


.
,
. ,
,
( ,
, ),
4 5 185
.

( )
.
3.
, , .
4. ,
, , -

2. The opening of a companys general participants meeting is preceded by the registration of


the company participants in attendance.
Company participants may participate in the general meeting either personally or through their
representatives. The representatives of company
participants must present the documents confirming their due powers. A power of attorney issued to a company participants representative
must contain information about the company
participant and about its representative (including their names, place of residence or location,
and passport details), and be executed in accordance with the requirements of Articles 185.4
and 185.5 of the Civil Code of the Russian Federation or be notarized.
A company participant (a representative of the
company participant) may not participate in the
voting unless registered.
3. A companys general participants meeting is
to be opened at the time specified in the notice
of the meeting or earlier if all company participants have already been registered.
4. The companys general participants meeting
must be opened by the person serving as the
companys sole executive body or by the person
heading its collective executive body. If called

73

Federal Law On Limited Liability Companies


by the companys board of directors (supervisory board), internal audit commission (internal
auditor), external auditor, or participants, the
companys general participants meeting is to be
opened by the chairman of the companys board
of directors (supervisory board), the chairman
of the companys internal audit commission (internal auditor), the companys external auditor,
or one of the company participants who called
the general meeting.

.
, ( ) ,
() ,
, ( ) ,
() ,
,
.
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

Federal Law On Limited Liability Companies


pants take part in the general meeting.

8. The decisions on issues specified in Article


33.2(2) of this Federal Law and certain other issues, as provided for by the company charter, are
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 by this Federal Law or
the company charter.

The decisions on issues specified in Article


33.2(11) of this Federal Law require a unanimous vote of all company participants.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
The other decisions are passed by a simple majority vote of the total number of votes held by
the company participants, unless a greater majority vote for such decisions is required by this
Federal Law or the company charter.
9. The charter of a company may provide for cumulative voting with respect to election of members of the companys board of directors
(supervisory board), members of the companys
collective executive body, and/or members of
the companys internal audit commission.
During cumulative voting, the number of votes
held by each company participant is multiplied
by the number of vacancies to be filled in the
corresponding company body, and each company participant is entitled to cast the resulting
number of votes for one candidate or to distribute such votes between two or more candidates.
The candidates collecting the highest numbers
of votes are deemed elected.
10. The decisions at a companys general participants meeting are passed by a show of hands,
unless the different procedure for passing decisions is prescribed by the company charter.

,

.
8. , 2 2 33 ,
, ,


,

.
, 11 2 33 ,
.
( . 30.12.2008 N
312-)

,

.
9.
( ) ,

()
.
, , ,
,


. ,
.
10. ,
.

75

Federal Law On Limited Liability Companies

Article 38. Decisions of Company General


Participants Meeting by Absentee Voting (by
Poll)

38.
,
( )

1. A decision of a companys general participants meeting may be passed without actual


holding the meeting (i.e. the joint presence of
company participants to discuss the issues on the
agenda and pass decisions on the issues put to
the vote), but by virtue of absentee voting (by
poll). Such voting may be carried out as an exchange of documents by mail, telegraph, teletype,
telephone, electronic, and other means of communications which ensure the authenticity of the
messages transmitted and received and provide
for a documented record of such messages.

1.
(
, )
(
). , , ,
, ,
.
, 6
2 33
, (
).
2.
( )
2, 3, 4, 5 7 37
, 1, 2 3 36
.
3.
,
,
,


,

, .

No decision by a companys general participants meeting on the issues specified in Article


33.2(6) of this Federal Law may be passed by
absentee voting (by poll).

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.

3. The procedure for absentee voting is to be


prescribed by the companys relevant internal
regulations which must require that all its participants should at all times be notified of the proposed agenda, given the opportunity to
familiarize themselves with all necessary information and materials prior to the commencement of the voting, given the opportunity to
propose additional issues for inclusion on the
agenda, notified of changes to the agenda prior
to the commencement of the voting, as well as
set out the deadline for the completion of the voting procedure.

76

Federal Law On Limited Liability Companies

Article 39. Decision-Making by Company


Sole Participant on Issues Falling Within
Competence of Company General Participants Meeting

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.

, ,
, ,

. 34, 35, 36, 37, 38 43


, ,
.

Article 40. Company Sole Executive Body

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

Federal Law On Limited Liability Companies


act as the sole executive body of a company.

3. The sole executive body of a company:


1) acts on behalf of the company without a
power of attorney, inter alia, the representation
of the companys interests and the execution of
transactions;
2) issues powers of attorney, inter alia, those
with delegation rights, to represent the company;
3) issues orders appointing, transferring, and dismissing company employees, awards incentives,
and administers disciplinary penalties; and
4) exercises other powers not falling within the
competence of the companys general participants meeting or the companys board of directors (supervisory board) or collective executive
body under this Federal Law or the company
charter.
4. The procedures for operating of and decisionmaking by the sole executive body of a company
are established by the company charter, its internal regulations, and the contract between the
company and the person serving as its sole executive body.

, , 42 .
3. :
1) , ;
2) , ;
3) ,
,
;
4) ,

, ( )

.
4.
, ,
, ,
.

Article 41. Company Collective Executive


Body

41.

1. If the charter of a company provides for the


formation of a collective executive body (the
management board, the directorate, etc.) in addition to its sole executive body, such collective
executive body is elected by the companys general participants meeting for the term and in
the number of members as provided for by the
company charter.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
A member of the collective executive body of a
company must be an individual; such person
need not be a company participant.

1.

(, ),

,
.
( . 30.12.2008 N
312-)
,
.
, -

The collective executive body of a company


exercises such powers as fall within its compe-

78

Federal Law On Limited Liability Companies

tence under the company charter.


The functions of the chairman of the collective
executive body of a company must be carried
out by the person serving as the companys sole
executive body, unless the powers of the companys sole executive body have been delegated
to a manager.
2. The procedures for operating of and decisionmaking by the collective executive body of a
company are established by the company charter and its internal regulations.

.

, ,
,
.
2.
.

Article 42. Delegation of Powers Vested in


Company Sole Executive Body to the Manager
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)

42.
( . 30.12.2008 N
312-)

1. A company may delegate the powers vested


in its sole executive body to the manager on a
contractual basis.

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. A decision of a companys general participants meeting passed in violation of any of the

1. ,

79

Federal Law On Limited Liability Companies

requirements set forth in this Federal Law, other


applicable legal acts of the Russian Federation,
or the company charter and infringing the rights
and legal interests of a company participant may
be invalidated in court upon a claim of the company participant who did not participate in the
voting on or who voted against the decision thus
challenged. Such claim may be filed within two
(2) months of the date when the company participant learned or should have learned about the
decision in question. If the company participant
took part in the companys general participants
meeting, which passed the decision, such claim
may be filed within two (2) months of the date
the decision was passed.

, ,

,
,
.
,

. ,
, ,

.
2.
,
, ,
,



.
3. ( ) , ,

, ,
,
,
.

,

.
(
30.12.2008 N 312-)
44.
( ) ,
,

2. All circumstances of the case considered, a


court may uphold the challenged decision if the
voting by the company participant having filed
the above claim could not have influenced the
outcome of the voting on the issue, the breaches
were immaterial, and the decision has not caused
losses to the company participant.
3. A decision of a companys board of directors
(supervisory board), sole executive body, collective executive body, or manager if passed in
violation of any of the requirements set forth in
this Federal Law, other applicable legal acts of
the Russian Federation, or the company charter
and infringing the rights and legal interests of a
company participant, may be invalidated in
court upon a claim of the company participant.

The claim may be filed within two (2) months


of the date when the company participant learned or should have learned of the respective decision.

Article 44. Liability of Members of Company


Board of Directors (Supervisory Board), Sole
Executive Body, Members of Company Collective Executive Body, and the Manager

1. When exercising their rights and performing


their duties, members of a companys board of
directors (supervisory board), its sole executive

1. ( ) ,

80

Federal Law On Limited Liability Companies

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.

5. A lawsuit for the reimbursement for losses


caused to a company by a member of its board
of directors (supervisory board), or its sole executive body, or a member of the companys collective executive body, or the manager may be
brought before a court by the company or its
participant.

,
.
2. ( ) ,

, ,
(),
.

( ) ,
, , ,
.
3. (
)
,
, ,

,
.
4. ,
,
.
5. ,
( ) , ,
, .

Article 45. Interest in Execution of Transaction by Company

45.

1. Transactions (including but not limited to


loans, credits, pledges, suretyships), in which a
member of the companys board of directors (supervisory board), or its sole executive body, or a

1. ( , , ,
),
(
)

2. Members of a companys board of directors


(supervisory board), its sole executive body,
members of the companys collective executive
body, and the manager are liable to the company
for the losses caused to the latter by their culpable acts (or omissions), unless different grounds for and the extent of their liability are
established by federal laws. If found to have
voted against a decision which has resulted in
losses to the company or to have not taken part
in the voting, members of the companys board
of directors (supervisory board), its sole executive body, members of the companys collective
executive body, and the manager are deemed not
liable to the company.

3. Grounds for the liability of members of a


companys board of directors (supervisory
board), its sole executive body, members of the
companys collective executive body, and the
manager as well as the extent of their respective
liability are to be established with due regard for
the ordinary course of business and other circumstances of relevance to the case.

4. Where several persons are liable to a company


pursuant to this Article 44, their liability is joint
and several.

81

Federal Law On Limited Liability Companies

member of its collective executive body, or its


participant holding, together with the latters affiliates, twenty percent (20%) or more of the
total number of votes held by the company participants, or a person entitled to issue binding instructions on the company has an interest in,
must be carried out by the company in accordance with the provisions of this Article 45.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)

, ,
,

,

, , ,
.
( . 30.12.2008 N
312-)
, , , , ,

,
() :
( . 30.12.2008 N
312-)

;
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(, ) ,
;

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,

;
( . 30.12.2008 N
312-)
, .
2. , 1
,
:
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()

The above persons are deemed interested in the


companys execution of a transaction if such
persons, their spouses, parents, children, blood
brothers, blood sisters, half-brothers, half-sisters, foster parents, adopted children, and/or
their affiliates:
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
- are a party to such transaction or act in the interest of third parties in their relations with the
company; or
- represent (either each individually or jointly)
twenty percent (20%) or more of the shares (or
participation interests or ownership interests) in
a legal entity which is a party to such transaction
or acts in the interests of third parties in their relations with the company; or
- occupy positions in the governing bodies of a
legal entity which is a party to such transaction
or acts in the interests of third parties in their relations with the company or in the governing bodies of such legal entitys management
organization; as well as
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
- in any other cases provided for in the company
charter.
2. The persons identified in the first paragraph of
Article 45.1 of this Federal Law must advise the
companys general participants meeting of the
following:
- the legal entities in which such persons, their
spouses, parents, children, blood brothers, blood
sisters, half-brothers, half-sisters, foster parents,
adopted children, and/or affiliates own twenty
percent (20%) or more of the shares (or partici-

82

Federal Law On Limited Liability Companies

pation interests or ownership interests);


(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
- the legal entities in which such persons, their
spouses, parents, children, blood brothers, blood
sisters, half-brothers, half-sisters, foster parents,
adopted children, and/or affiliates hold positions
in any governing bodies; and
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)

(, );
( . 30.12.2008 N
312-)
, , , , , ,
()
;
( . 30.12.2008 N
312-)
,
.
3. , ,
.
,
,
, .

,
, ,
, .

- 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

Federal Law On Limited Liability Companies

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)

( , , , ),

,
,

1 .
, ,
,

.
(. 4 .
30.12.2008 N 312-)
5. , ,
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6. :
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;
, ;
,
,
;
,
, ;
,
()
,

.
(. 6 .
30.12.2008 N 312-)
6.1. -

5. An interested-party transaction executed in


breach of any of the requirements set forth in
this Article 45 may be invalidated under of a
lawsuit filed by the company or its participant.

6. This Article 45 does not apply:


- to companies with a sole participant who also
serves as the sole executive body of the company;
- to transactions in which all company participants are interested;
- to relations arising upon the transfer of a participation interest or a portion thereof in the
charter capital of a company to the company in
the cases provided for in this Federal Law;
- to relations arising upon the transfer of rights
to assets in the process of a companys reorganization, inter alia to merger and consolidation
agreements; and
- to those transactions which must be executed
by the company under the applicable federal
laws and/or other regulatory legal acts of the
Russian Federation and settlements under which
are carried out for the prices and tariffs fixed by
duly authorized agencies for the state regulation
of prices and tariffs.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)

6.1. A person is deemed an affiliate in accor-

84

Federal Law On Limited Liability Companies

dance with the applicable legislation of the Russian Federation.


A companys affiliates must notify the company
in writing of the participation interests or portions thereof held by such persons within ten
(10) days of the acquisition date of each participation interest or its portion, which, together
with the participation interests already held by
such affiliates in the charter capital of the company, entitle them to dispose of more than
twenty percent (20%) of the total number of the
votes held by the company participants.


.




,


.


,

.
(. 6.1
30.12.2008 N 312-)
7.
( ) ,
,
, ,
, , ,

.

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)

7. Should a company have a board of directors


(supervisory board), the company charter may
empower such body to decide on the execution
of interested-party transactions, except where
the amount of payment under such transaction
or the value of assets constituting its subject
matter exceeds two percent (2%) of the companys asset value as determined on the basis of its
financial statements for the latest reporting period.

Article 46. Major Transactions

46.

1. A major transaction is a transaction (including


but not limited to a loan, credit, pledge, and suretyship) or a series of related transactions involving the acquisition, disposal, or possible
disposal by a company, directly or indirectly, of
any assets the value of which equals or exceeds
twenty-five percent (25%) of the companys assets value as determined on the basis the companys financial statements for the latest
reporting period immediately preceding the date
of the decision to execute the transaction, unless
a larger transaction value is designated as a
major transaction under the company charter.

1. (
, , , )
, ,

,

,

, ,
-

85

Federal Law On Limited Liability Companies

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

of the offer price.


- .
3. A decision on the approval of a major trans- 3.
action must be passed by a general participants
meeting of a company.
.
(as restated by Federal Law No. 312-FZ dated ( . 30.12.2008 N
December 30, 2008)
312-)
A decision approving a major transaction must
identify the persons being the parties to the , transaction, beneficiary(ies) to the transaction, , ,
and indicate its price, subject matter, and other , material terms. Such decision may omit to iden- . tify the beneficiaries if the transaction is to be , ,
executed through a public tender, as well as in ,
any other cases where the beneficiaries cannot ,
be identified by the time the major transaction , , is approved.

(Paragraph added by Federal Law No. 312-FZ .
dated December 30, 2008)
(
30.12.2008 N 312-)
4. Where a company has a board of directors 4.
(supervisory board), the company charter may ( ) empower such body to approve major trans- actions involving the companys acquisition, , ,
disposal, or possible disposal, directly or indi-
rectly, of any assets the value of which is from ,
twenty-five (25%) to fifty percent (50%) of the
companys assets value.

(as restated by Federal Law No. 312-FZ dated ,
December 30, 2008)
( ) .
( . 30.12.2008 N
312-)
5. A major transaction executed in breach of any 5. , of the requirements set forth in this Article 46 , may be invalidated under a lawsuit filed by the ,
company or its participant.

.
6. The charter of a company may stipulate that 6. -

86

Federal Law On Limited Liability Companies

the execution of major transactions requires no


decision of the companys general participants
meeting and of its board of directors (supervisory board).
7. In addition to the cases listed in Article 46.1
of this Federal Law, the charter of a company
may provide for also other types and/or values
of transactions subject to the procedure established in this Article 46 for approving major transactions.
(Article 7 added by Federal Law No. 312-FZ
dated December 30, 2008)
8. If a major transaction also constitutes an interested-party transaction, the procedure applicable to its approval is subject to Article 45 of
this Federal Law, unless all company participants are interested in such transaction. Where
all company participants are interested in a
transaction, the procedure applicable to its approval is subject to this Article 46.
(Article 8 added by Federal Law No. 312-FZ
dated December 30, 2008)

,
( ) .
7. ,
1 ,
()
,
, .
(. 7
30.12.2008 N 312-)
8. , ,
45 , ,

.
,
.
(. 8
30.12.2008 N 312-)
9.

:
1) , ,
;
2) ,
,
;
3) ,
, .
(. 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

Federal Law On Limited Liability Companies

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. ,

.

Article 48. Company External Audit

48.

In order to review and verify the annual reports


and accounting balance sheets of a company and
to check the current state of its affairs, a company by a decision of its general participants
meeting may engage a professional external
auditor without any property interests that would
link the latter to the company, to any members of
the companys board of directors (supervisory
board), to the person serving as the companys
sole executive body, to any members of the companys collective executive body, and to any
company participants.

,

,
, ( ) , ,
,

88

Federal Law On Limited Liability Companies

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.

.


, ,
.
,
.
.

,
.

Article 49. Public Reporting by Company

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.
,

,
.

2. In the event of public placement of bonds and


other equity securities by a company, the company becomes obliged to publish its annual reports and accounting balance sheets annually
and to disclose such other information about its
operations as may be required by applicable federal laws and other regulatory acts.

Article 50. Keeping of Company Documents

50.

1. A company must keep the following documents:


- the companys foundation agreement (unless
the company has a sole founder), the decision
on the establishment of the company, and the
company charter together with duly registered
amendments thereto;
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)

1. :
,
, ,
,
;
( . 30.12.2008 N
312-)
()

- the minutes of the founders meeting of the

89

Federal Law On Limited Liability Companies

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;

2. A company must keep the documents listed in


Article 50.1 of this Federal Law at the offices of
its sole executive body or at another location
known and accessible to the company participants.

,

, , ;
, ;
, , ;
;

;
,
;
, (
)
,
;
;
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;
, ,
, ,
,

( ) .
2. , 1 ,
, .

Chapter V. COMPANY REORGANIZATION AND LIQUIDATION

V.

Article 51. Company Reorganization

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. , .

-

- the companys internal regulations;


- regulations on the companys branches and representative offices;
- documents related to the companys issuance
of bonds and other equity securities;
- the minutes of the companys general participants meetings, meetings of its board of directors (supervisory board), collective executive
body, and internal audit commission;
- lists of the companys affiliates;
- reports of the companys internal audit commission (internal auditor), external auditor, and
state and municipal financial control agencies;
and
- the other documents provided for in the applicable federal laws and other regulatory acts of
the Russian Federation, the charter and internal
regulations of the company, and decisions of its
general participants meetings, board of directors (supervisory board), and executive bodies.

90

Federal Law On Limited Liability Companies

of the Russian Federation and other federal laws.

.
2. , ,
, .
3. ,

, , .


.
4. ,
,
,
, .
5. ,
,
,

,
,
.

.
, ,

, .
-

2. A company may be reorganized in the forms


of consolidation, merger, split-up, spin-off, otransformation.
3. A company is deemed reorganized, unless reorganized in the form of merger, as from the date
of the state registration of the legal entities established as a result of such reorganization.
If a company undergoes reorganization in the
form of merger of another company therein, the
company is deemed reorganized at the moment
an entry on the merged companys termination is
recorded in the unified state register of legal entities.
4. The state registration of companies being
established as a result of reorganization, the inclusion of entries to record the termination of the
reorganized companies, and the state registration of the amendments to the company charters
are carried out in the manner prescribed in applicable federal laws.
5. Within thirty (30) days of either the date of
the decision on a companys reorganization or,
should the reorganization be by merger or consolidation, the date of the decision by the last
company involved in such merger or consolidation, the company must notify its known creditors in writing accordingly and publish an
announcement regarding such decision in a periodical where the information on the state registration of legal entities is published. In such
case, the companys creditors are entitled, within
thirty (30) days of the service date of such notification or within thirty (30) days of publishing
the announcement about such decision, to request in writing that the companys corresponding obligations should be terminated early or
accelerated and to claim reimbursement for their
losses.
The state registration of companies being established as a result of reorganization, and the inclusion of entries to record the termination of the
reorganized companies may only proceed upon
the submission of evidence that creditors have
been notified in the manner set forth in this Article 51.5.
Unless the separation balance sheet makes it po-

91

Federal Law On Limited Liability Companies

ssible to identify a successor of a reorganized


company, the legal entities being established as
a result of the reorganization are jointly and severally liable for the obligations of such reorganized company to its creditors.

, ,
,

.

Article 52. Consolidation of Companies

52.

1. The consolidation of companies is constituted by the establishment of a new company to


take over all of the rights and obligations of two
or more companies along with the latters termination.
2. A general participants meeting of each company involved in the reorganization in the form
of consolidation passes a decision on the reorganization and on the approval of the consolidation agreement, the charter of the company
being established as a result of the reorganization, and the corresponding deed of transfer.
3. The companies involved in the consolidation
enter into a consolidation agreement to establish
procedures and conditions for such consolidation and procedures for exchanging participation
interests in the charter capital of each such company for those in the charter capital of the resulting new company.
Upon the consolidation of companies, the participation interests held in the charter capital of
each of them by the other companies involved
in the consolidation are subject to cancellation.
(Article 3 restated by Federal Law No. 312-FZ
dated December 30, 2008)
4. Should a general participants meeting of each
company involved in the reorganization in the
form of consolidation pass a decision on such
reorganization and on the approval of the consolidation agreement, the charter of the company
being established as a result of the consolidation,
and the corresponding deed of transfer, a joint
general participants meeting of the companies
involved in the consolidation elect the executive
bodies of the company being established as a result of the consolidation. The term and procedures for holding such general participants
meeting are determined by the consolidation
agreement.
The sole executive body of a company being
established as a result of the consolidation is to
take the actions required to effect its state regi-

1.


.
2. ,
,
,
,
,
.
3. , , , ,

.
,

,
.
(. 3 .
30.12.2008 N 312-)
4.
, ,
, , ,
, ,
, .
.
, ,
,

92

Federal Law On Limited Liability Companies


stration.
5. Upon the consolidation of companies, the
company resulting from such consolidation
takes over all of the rights and obligations of
each of such companies under a relevant deed
of transfer.

.
5. ,
, .

Article 53. Company Merger

53.

1. The merger of companies is constituted by the


termination of one or more companies with the
transfer of all of their rights and obligations to
another company.
2. A general participants meeting of each company involved in reorganization in the form of
merger passes a decision on the reorganization
and on the approval of the merger agreement,
while a general participants meeting of the company being merged passes a decision on the approval of the corresponding deed of transfer.

1.
.
2. ,
,
, ,


.
3.
, ,
, , ,
,
, , .

.
( . 30.12.2008 N
312-)
3.1.
:
1) ,
;
2) , ;
3) , ,
;
4) , , .
(. 3.1
30.12.2008 N 312-)

3. A joint general participants meeting of the


companies involved in the merger amends the
charter of the absorbing company to reflect such
changes as may be provided for in the merger
agreement and, if necessary, decides on other
matters, inter alia, those concerning the election
of the absorbing companys bodies. The term
and procedure for holding such joint general meeting are determined by the merger agreement.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)

3.1. Upon the merger of a company, the following is subject to cancellation:


1) the participation interests held by the company being merged in the charter capital of the
absorbing company;
2) the participation interests held by the company being merged in its own charter capital;
3) the participation interests held by the absorbing company in the charter capital of the merging company; and
4) the participation interests held by the absorbing company in its own charter capital.

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Federal Law On Limited Liability Companies

4. Upon the merger of one company into another


all of the rights and obligations of the company
being merged are transferred to the absorbing
company under a deed of transfer.

4.


.

Article 54. Company Split-Up

54.

1. The split-up of a company is constituted by


the termination of the company with the transfer
of all of its rights and obligations to the newly
established companies.
2. A general participants meeting of the company to be reorganized in the form of split-up
passes a decision on such reorganization, on the
procedure and conditions for the company splitup, on the establishment of new companies, and
on the approval of a separation balance sheet.
3. A general participants meeting of each company to be established as a result of the reorganization passes a decision on the approval of
such companys charter and elects its bodies.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
4. Upon a companys split-up, all of its rights
and obligations are transferred to the companies
established as a result of the split-up in accordance with the separation balance sheet.

1.
.
2. , , ,
,

.

Article 55. Company Spin-Off

55.

1. The spin-off of a company is constituted by


the establishment of one or more companies
which take over a portion of the rights and obligations of the company thus reorganized without
the latters termination.
2. A general participants meeting of the company being reorganized in the form of spin-off
passes decisions on such reorganization, on the
procedure and conditions for the spin-off, on the
establishment of a new company(s), and on the
approval of the separation balance sheet, amends
the charter of the company reorganized in the
form of spin-off to reflect such changes as may
be stipulated by the spin-off decision and, if necessary, decides on other matters, inter alia, concerning the election of the companys bodies.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)

1. ()

.
2. , , ,
, ( )
, ,
, , ,
,
.
( . 30.12.2008 N
312-)
-

A general participants meeting of the company


being spun off approves its charter and elects its

3. , ,
.
( . 30.12.2008 N
312-)
4.
, ,
.

94

Federal Law On Limited Liability Companies

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.

.

Article 56. Company Transformation

56.

1. A company may be transformed into a business company of a different type, a business


partnership, or a production cooperative.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)

1. ,

.
(. 1 .
30.12.2008 N 312-)
2. , , ,
,
, ,

,
,
.
( . 30.12.2008 N
312-)

2. A general participants meeting of a company


being reorganized in the form of transformation
passes a decision on such reorganization, on the
procedure and conditions for the transformation,
and on the procedure for exchanging participation interests held by company participants for
the shares in the joint stock company, or participation interests in the additional liability company, or participation interests in or
contributions to the share capital of the business
partnership, or equities in the resulting production cooperative, and on the approval of the
charter of the legal entity being established as a
result of the transformation, and on the approval of the corresponding deed of transfer.
(as restated by Federal Law No. 312-FZ dated
December 30, 2008)
3. Participants of a legal entity being established
as a result of the transformation pass a decision
on the election of its bodies in accordance with
the applicable requirements of federal laws on
such legal entities, and instruct the appropriate
body to take the action required to effect the
state registration of the legal entity being established as a result of the transformation.

3. , ,


, , -

95

Federal Law On Limited Liability Companies

4. Upon the transformation of a company, the


legal entity being established as a result of such
transformation takes over all of the rights and
obligations of the reorganized company under a
deed of transfer.

.
4. , ,

.

Article 57. Company Liquidation

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. , ,
,
, ,
,

,

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

Federal Law On Limited Liability Companies

ent territory or the local authority.


(as restated by Federal Law No. 31-FZ dated
March 21, 2002)

.
( . 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. .
,
,
.

2. Claims in each priority category are subject


to satisfaction upon the complete satisfaction of
claims in the preceding priority category.
If a companys assets are insufficient in order to
pay the distributed, but unpaid profits, such assets are distributed among its participants in proportion to their participation interests in the
companys charter capital.

Chapter VI. FINAL PROVISIONS

VI.

Article 59. Coming Into Force of This Federal


Law

59.

1. This Federal Law comes into force as from


March 1, 1998.
2. As from this Federal Laws coming into force
and until the legal acts in effect on the territory
of the Russian Federation are brought into line

1.
1 1998 .
2. ,
-

97

Federal Law On Limited Liability Companies

with this Federal Law, such acts are applicable


to the extent that they do not contradict this Federal Law.

,
, .

( )
,

.
3.
( ),
,
1
1999 .
( . 31.12.1998 N
193-)

( ),
,
1 1999


.
( )


,
"
".
3 7 " ".
( . 11.07.1998 N
96-, 31.12.1998 N 193-)
(
) ,

As from this Federal Laws coming into force,


the constitutional documents of limited liability
companies (and limited liability partnerships) remain applicable to the extent that they do not
contradict this Federal Law.

3. The constitutional documents of the limited


liability companies (and limited liability partnerships) established prior to this Federal Laws
coming into force are to be brought into conformity with the provisions of this Federal Law on
or before July 1, 1999.
(as restated by the Federal Law No. 193-FZ
dated December 31, 1998)

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)

During the transformation of limited liability


companies (and limited liability partnerships)
into joint stock companies or production cooperatives in the manner stipulated in this Article
59.3, the provisions of Article 51.5 of this Fede-

98

Federal Law On Limited Liability Companies


ral Law also do not apply.
(as restated by the Federal Law No. 193-FZ
dated December 31, 1998)

,
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

Federal Law On Limited Liability Companies


.
B. YELTSIN,
President of the Russian Federation
Moscow, the Kremlin
February 8, 1998
No. 14-FZ


.
,
8 1998
N 14-

100

Federal Law On Limited Liability Companies


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101

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