1. A major transaction is a transaction (several interconnected transactions) that goes beyond the normal business activities and at the same time:

associated with the acquisition, alienation or the possibility of alienation by the company, directly or indirectly, of property (including a loan, credit, pledge, guarantee, acquisition of such a number of shares (other issuable securities convertible into shares) of a public company, as a result of which the company has an obligation to send a mandatory offer in accordance with "), the price or book value of which is 25 or more percent of the book value of the company's assets, determined according to its accounting (financial) statements as of the last reporting date;

providing for the obligation of the company to transfer property for temporary possession and (or) use or to grant to a third party the right to use the result of intellectual activity or means of individualization under a license, if their book value is 25 or more percent of the book value of the company's assets, determined according to its accounting (financial) statements as of the last reporting date.

2. In the event of alienation or the possibility of alienation of property, the highest of the two values ​​is compared with the book value of the company's assets - the book value of such property and the price of its alienation. In case of acquisition of property, the purchase price of such property is compared with the book value of the company's assets.

In case of transfer of the company's property for temporary possession and (or) use, the book value of the property transferred for temporary possession or use is compared with the book value of the company's assets.

In the event that the company enters into a transaction or several interconnected transactions to acquire shares (other issuable securities convertible into shares) of a public company, which will entail the obligation for the company to acquire shares (other issuable securities convertible into shares) in accordance with ", the book value of the company's assets is compared with the price of all shares that can be acquired by the company under such transactions, in accordance with".

3. Making a decision on consent to a major transaction is the competence of the general meeting of the company's participants.

If a board of directors (supervisory board) of the company is formed in the company, the adoption of decisions on consent to major transactions related to the acquisition, alienation or the possibility of alienation by the company directly or indirectly of property, the value of which is from 25 to 50 percent of the value of the company's property, may be referred by the charter of the company to the competence of the board of directors (supervisory board) of the company.

In the decision on consent to the conclusion of a major transaction, the person (persons) who is a party to it, the beneficiary, the price, the subject of the transaction and its other essential conditions or the procedure for determining them must be indicated.

The decision on consent to the conclusion of a major transaction may not indicate the party to the transaction and the beneficiary if the transaction is concluded at the auction, as well as in other cases, if the party to the transaction and the beneficiary cannot be determined by the time the consent to the conclusion of such a transaction is received.

The decision on consent to the transaction or on the subsequent approval of the transaction may also contain an indication of:

on the minimum and maximum parameters of the terms of the transaction (the upper limit of the value of the purchase of property or the lower limit of the value of the sale of property) or the procedure for their determination;

to agree to a number of similar transactions;

on alternative options for the terms of the transaction requiring consent to its completion;

to consent to the transaction, subject to the completion of several transactions at the same time.

The decision on consent to the conclusion or on the subsequent approval of a major transaction may indicate the period during which such a decision is valid. If such a period is not specified in the decision, the consent shall be deemed valid for one year from the date of its adoption, unless a different period follows from the nature and conditions of the transaction to which the consent was given, or the circumstances in which the consent was given.

A major transaction may be concluded under the suspensive condition of obtaining proper consent to its conclusion in the manner established by this Federal Law.

4. A major transaction made in violation of the procedure for obtaining consent to its conclusion may be declared invalid in accordance with the claim of the company, a member of the board of directors (supervisory board) of the company or its participants (participant) holding at least one percent of the total number of votes of the company's participants.

The limitation period for a claim to declare a major transaction invalid if it is missed is not subject to restoration.

5. The court refuses to satisfy the claims for the recognition of a major transaction made in violation of the procedure for obtaining consent to its conclusion as invalid if at least one of the following circumstances exists:

by the time the case is considered in court, evidence of the subsequent approval of such a transaction has been presented;

when considering the case in court, it has not been proven that the other party to such a transaction knew or obviously should have known that the transaction was a major transaction for the company, and (or) that there was no proper consent to its conclusion.

6. If a major transaction is at the same time a transaction in which there is an interest, and in accordance with this Federal Law, the issue of consent to the conclusion of such a transaction is submitted for consideration by the general meeting of participants, the decision on consent to the conclusion of such a transaction is considered adopted if the number of votes required in accordance with the requirements of this article and the majority of votes of all participants not interested in the transaction are cast in favor of it.

7. The provisions of this article shall not apply:

to companies consisting of one participant who is at the same time the only person with the powers of the sole executive body of the company;

to relations arising from the transfer to the company of a share or part of a share in its authorized capital in the cases provided for by this Federal Law;

to relations arising from the transfer of rights to property in the process of reorganization of the company, including under merger agreements and accession agreements;

to transactions, the conclusion of which is obligatory for the company in accordance with federal laws and (or) other legal acts of the Russian Federation and settlements for which are made at prices determined in the manner established by the Government of the Russian Federation, or at prices and tariffs established by the federal executive body authorized by the Government of the Russian Federation, as well as to public agreements concluded by the company on terms that do not differ from the terms of other public agreements concluded by the company;

to transactions for the acquisition of shares (other equity securities convertible into shares) of a public company, concluded on the terms provided for by the mandatory offer to acquire shares (other equity securities convertible into shares) of a public company;

to transactions concluded on the same terms as the preliminary agreement, if such an agreement contains all the information provided for in paragraph 3 of this article, and consent was obtained to conclude it in the manner prescribed by this article.

8. For the purposes of this Federal Law, transactions that do not go beyond the normal business activities are understood to mean any transactions that are accepted in the activities of the relevant company or other economic entities engaged in similar types of activities, regardless of whether such transactions were made by such a company earlier, if such transactions do not lead to the termination of the company's activities or a change in its type or a significant change in its scale.

Limited liability companies are business associations, the authorized capital of which is divided into shares. Communities of the type under consideration can be created by both individuals and legal entities. Participants or founders of an LLC are not liable for the obligations of the company, however, they bear the risk of loss in the amount of their own shares in its capital.

The activities of limited liability companies are subject to strict control by the current legislation of the Russian Federation. The regulatory document is Federal Law No. 14. But what is this regulation? When did the 14th Federal Law enter into official legal force? When were the last amendments made to the federal law under study? Let's talk about it in the article.

The essence of 14 FZ

Federal Law No. 14 "On Limited Liability Companies" was adopted by the State Duma as a result of the third reading on January 14 and approved by the Federation Council on January 28, 1998. The regulatory legal act in question was signed by the President of Russia and entered into official legal force on February 8, 1998. At the same time, amendments were made to Federal Law No. 16. Details

Federal Law No. 14 "On Limited Liability Companies" consists of 6 chapters, including 59 articles. The structure of the normative legal act under consideration is as follows:

• Chapter 1- General provisions, or a summary of the Federal Law on LLC ( Art. 1-10);
• Chapter 2– The procedure for establishing a limited liability company ( Art. 11-13);
• Chapter 3– Nuances related to the authorized capital and property of LLC ( Art. 14-31). Chapter 3.1 is added to this part of the federal law being studied - Maintaining a list of participants in a limited liability company (Article 31.1);
• Chapter 4– LLC management standards ( Art. 32-50);
• Chapter 5– Reorganization and abolition of the community ( Art. 51-58);
• Chapter 6– Final provisions of the studied Federal Law ( Art. 59).

According to article 2 Federal Law No. 14, LLC has the following rights in relation to the property located at its location:

• For the acquisition of additional property powers;
• To protect property in court from the position of the plaintiff.

The studied Federal Law regulates legal and economic relations arising in the process of formation, reorganization and liquidation of a limited liability company. The last amendments to Federal Law 14 were made on July 29, 2017.

Read also about the latest changes in Federal Law No. 129

Liability of an LLC and its branches under Federal Law No. 14

According to the current regulations article 1 of the Federal Law under study, the company is not liable for the obligations of its participants. The direct responsibility of the LLC is the responsibility for the obligations specified in the charter of the association.

In accordance with the standards defined by the current regulations article 5 of the normative legal act under consideration, by decision of the general meeting, limited liability companies can create branches and representative offices on the territory of the Russian Federation and abroad. The main responsibility of the governing bodies of the representative offices and subsidiaries of the LLC is to comply with the laws of the Russian Federation and the host country. A limited liability company is subject to mandatory registration in the State Register of Legal Entities. From the moment of registration, the LLC is considered to be created.

What changes have been made?

Each legal document published on the territory of the modern Russian Federation is subject to a regular updating procedure. This amendment process is necessary because of the unstable economic and socio-political environment that characterizes modern society.

Last changes in the Federal Law on limited liability companies were introduced July 29, 2017. The Federal Law “On Amendments to the Federal Law “On Joint Stock Companies” and Article 50 of the Federal Law “On Limited Liability Companies” No. 233-FZ acted as a modifying act. In accordance with the regulations Article 2 of Federal Law 233, the following amendments were made to Article 50 of the Federal Law 14:

• In paragraph 2 of the article in question in the new edition states that, at the request of the participant, the LLC undertakes to provide him with the following documents:
  • Memorandum of association;
  • Minutes of general meetings of the association;
  • statutory documentation;
  • Documentation on subsidiaries and representative offices;
  • Other documents set out in part 2 of Art. 50 FZ 14;
• Paragraph 3 states that the payment for the provision of the above documentation cannot exceed the cost of preparing acts;
• Amended paragraph 4 specifies the following grounds for refusal to issue documents:
  • The requested act is freely available on the World Wide Web;
  • The act is requested again within a three-year time period (provided that this document has already been issued);
  • The requested document is not valid.

Confidential data contained in the transferred documentation are not disclosed by both parties of the procedure in question.

Important provisions of Federal Law No. 14

In the process of studying the Federal Law on Limited Liability Companies, special attention should be paid to the consideration of the following articles:

• Art. 7 - Defines the members of a limited liability company. These can be ordinary citizens and legal entities, the number of participants is up to 50 persons.
• Art. 8 - Defines the rights of the participants in the association, namely:
  • To participate in management;
  • To access information about the activities of a limited liability company;
  • To participate in the distribution of actual profits;
  • To withdraw from membership in an LLC;
  • To receive their own share of the property upon liquidation of the association;
• Art. 12 - Discloses the standards for the preparation and operation of the charter of an LLC. Among other informative items, the text of the Charter should contain data on the legal name of the community and the address of its actual location;
• Art. 14 - Determines the norms for the formation, replenishment and preservation of the authorized capital of an LLC. In particular, it is determined that its constituent parts are the financial equivalents of the founders' shares;
• Art. 17 - Establishes that each of the founders of the LLC undertakes to fully pay for their own share in the authorized capital of the community. These payments are made within the period specified by the founding agreement (no more than 4 months);
• Art. 19 - Indicates that each of the members of the LLC has the right to make its own additional contribution to the authorized capital of the company;
• Art. 21 - Establishes the rules for the transfer of part of the authorized capital to one of the founders;
• Art. 33 - Defines the areas of competence of the general meeting of participants in the LLC, namely:
  • Determination of the leading activities of the association;
  • Approval of the Charter;
  • Election of the auditor;
  • Deciding on the liquidation or re-profiling of the association;
• Art. 45 - The measures of interest of the parties in the transaction with the LLC are determined. We are talking about transactions carried out with the direct participation of members of the board of directors of the community.

Download the Federal Law on LLC in the new edition

For the purpose of a thorough study of the Federal Law under consideration, it is recommended to refer to its current text. Download Federal Law text on limited liability companies with changes relevant for the period of November 2017, you can follow the following

Law No. 14-FZ "On Limited Liability Companies" determines the legal status of the company, the obligations and rights of its participants, the rules for creation, liquidation and reorganization. Features of the transformation, formation and termination of the work of enterprises in the areas of investment, banking, private security, insurance activities and in the field of agricultural production are also regulated by other industry regulations.

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

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

Company features

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

Law No. 14-FZ "On Limited Liability Companies" establishes that an enterprise is considered to be formed from the date of its state registration in accordance with the rules provided for in current regulations. The company is created for an indefinite period, unless otherwise stipulated in the charter.

Individualization

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

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

The specifics of the fulfillment of obligations

In accordance with Federal Law No. 14, the company is responsible for its actions with all the property belonging to it. The company does not fulfill the obligations of its members. In case of bankruptcy (insolvency) of the company through the fault of investors or other persons who have the right to give instructions binding on it, or the ability to determine its actions, those responsible for the insufficiency of the company's property shall be held subsidiary liability.

Representative offices and branches

According to the Federal Law "On Limited Liability Companies", an enterprise has the right to form separate divisions. Appropriate decisions are made at the meeting of participants. The resolution is considered approved if the majority (not less than 2/3) of the total number of votes speaks in favor of it, unless a different number is specified in the charter.

The formation of representative offices and branches is carried out in compliance with the requirements provided for by Federal Law No. 14 "On Limited Liability Companies" and other regulatory acts, and abroad - the legal provisions of the state in whose territory the divisions are formed, unless otherwise provided for in international treaties.

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

Affiliated companies

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

Associated companies

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

Members

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

Participant rights

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

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

Additional features

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

Responsibilities

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

1. Make payment for shares in the company's capital in the amount, procedure and terms specified by the regulatory act and the memorandum of association.
2. Maintain confidentiality of information about the company's activities.

Additional obligations may be established in the charter of the enterprise upon its establishment or assigned to the subjects by decision of the meeting. If they are provided for a particular subject, when his share or part of it is alienated, they do not pass to the acquirer.

Enterprise establishment

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

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

Charter

It acts as the founding document of the enterprise. The articles of association must state:

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

Capital

It is formed from the nominal price of the participants' shares. The amount of capital must be at least 10 thousand rubles. Its size, as well as the value of the shares, is determined in rubles. Capital determines the minimum amount of property that secures the fulfillment of obligations to creditors. The value of the share of participants is determined as a fraction or as a percentage. It must correspond to the ratio of its nominal value and the amount of capital. The charter may provide for a limit on the maximum amount of the share. Its actual value should correspond to the part of the price of the net assets of the enterprise, proportional to the size of the contribution. Restrictions on the size of shares can be established for individual members of the company in the charter at the time of establishment, as well as introduced into the document, changed or excluded from it on the basis of a meeting decision taken unanimously.

The shares owned by the company are not taken into account when determining the voting results at the general meeting of the company's participants, as well as when distributing the company's profits and property in the event of its liquidation.

The share belonging to the company, within one year from the date of its transfer to the company, must be distributed by decision of the general meeting of the company's participants among all the company's participants in proportion to their shares in the authorized capital of the company or sold to all or some of the company's participants and (or), if this is not prohibited by the company's charter, to third parties and fully paid. The undistributed or unsold part of the share must be redeemed with a corresponding reduction in the authorized capital of the company. The sale of a share to the company's participants, as a result of which the size of the shares of its participants changes, the sale of a share to third parties, as well as the introduction of changes related to the sale of a share in the constituent documents of the company, is carried out by a decision of the general meeting of the company's participants, adopted by all the participants of the company unanimously.

Documents for the state registration of the changes in the constituent documents of the company provided for by this article, and in the event of the sale of a share, also documents confirming the payment of the share sold by the company, must be submitted to the body carrying out state registration of legal entities within one month from the date of the decision to approve the results of payment of shares by the company's participants and to make appropriate changes to the constituent documents of the company. The specified changes in the constituent documents of the company become effective for the participants of the company and third parties from the date of their state registration by the body that carries out the state registration of legal entities.

The distribution of a share belonging to a company of strategic importance for ensuring the defense of the country and the security of the state in accordance with the Federal Law "On the Procedure for Making Foreign Investments in Business Companies of Strategic Importance for Ensuring the Defense of the Country and the Security of the State" between its participants, the sale of this share to the participants of such a company and third parties, the redemption of this share, if as a result of these actions a foreign investor or a group of persons, which includes a foreign investor, can establish or have established control over such a company, are carried out in the manner prescribed by this Federal Law.

Foreclosure on the share (part of the share) of a company participant in the authorized capital of the company

1. At the request of creditors, foreclosure on the share (part of the share) of a company participant in the authorized capital of the company for the debts of the company participant is allowed only on the basis of a court decision if other property of the company participant is insufficient to cover the debts of the company participant.

2. In the event of foreclosure on the share (part of the share) of a company participant in the authorized capital of the company for the debts of the company participant, the company has the right to pay creditors the actual value of the share (part of the share) of the company participant.

By decision of the general meeting of participants in the company, adopted by all participants in the company unanimously, the actual value of the share (part of the share) of the participant in the company whose property is being foreclosed may be paid to creditors by the other participants in the company in proportion to their shares in the charter capital of the company, unless another procedure for determining the amount of payment is provided by the charter of the company or by a decision of the general meeting of participants in the company.

The actual value of the share (part of the share) of a company member in the authorized capital of the company is determined on the basis of the data of the company's accounting statements for the last reporting period preceding the date of filing a claim against the company to levy execution on the share (part of the share) of the company's member for its debts.

3. If, within three months from the moment the creditors submit a claim, the company or its participants do not pay the actual value of the entire share (the entire part of the share) of the company’s participant against which the execution is levied, the levy of execution on the share (part of the share) of the company’s participant is carried out by selling it at public auction.

Withdrawal of a member of the company from the company

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

2. In the event that a participant in a company withdraws from the company, his share shall be transferred to the company from the moment of filing an application for withdrawal from the company. At the same time, the company is obliged to pay to the company’s participant who submitted an application for withdrawal from the company the actual value of his share, determined on the basis of the financial statements of the company for the year during which the application for withdrawal from the company was submitted, or, with the consent of the company’s participant, to give him property of the same value in kind, and in case of incomplete payment of his contribution to the authorized capital of the company, the actual value of the part of his share proportional to the paid part of the contribution.

3. The company is obliged to pay to the participant of the company who has filed an application for withdrawal from the company, the actual value of his share or to give him property of the same value in kind within six months from the end of the financial year during which the application for withdrawal from the company was submitted, unless a shorter period is provided for by the charter of the company.

The actual value of the share of a company member is paid out of the difference between the value of the company's net assets and the amount of the company's authorized capital. If such a difference is not sufficient to pay the participant of the company who has submitted an application for withdrawal from the company the actual value of his share, the company is obliged to reduce its authorized capital by the missing amount.

4. Withdrawal of a participant of the company from the company does not release him from the obligation to the company to make a contribution to the property of the company that arose before filing an application for withdrawal from the company.

Contributions to the company's property

1. The participants of the company are obliged, if it is provided for by the charter of the company, by decision of the general meeting of the participants of the company, to make contributions to the property of the company. Such an obligation of the company's participants may be provided for by the company's charter when the company is founded or by introducing amendments to the company's charter by decision of the general meeting of the company's participants, adopted by all the company's participants unanimously.

The decision of the general meeting of participants in the company on making contributions to the property of the company may be taken by a majority of at least two-thirds of the votes of the total number of votes of the participants in the company, if the need for a larger number of votes for making such a decision is not provided for by the charter of the company.

2. Contributions to the property of the company are made by all participants in the company in proportion to their shares in the authorized capital of the company, unless another procedure for determining the amount of contributions to the property of the company is provided by the charter of the company.

The company's charter may provide for the maximum value of contributions to the company's property made by all or certain participants in the company, and may also provide for other restrictions related to making contributions to the company's property. Restrictions related to making contributions to the property of the company, established for a certain member of the company, in the event of the alienation of his share (part of the share) in relation to the acquirer of the share (part of the share), do not apply.

The provisions establishing the procedure for determining the amount of contributions to the company's property disproportionately to the size of the shares of the company's participants, as well as the provisions establishing restrictions related to making contributions to the company's property, may be provided for by the company's charter upon its establishment or included in the company's charter by decision of the general meeting of the company's participants, adopted by all the company's participants unanimously.

The change and exclusion of the provisions of the company's charter that establish the procedure for determining the amount of contributions to the company's property disproportionately to the size of the shares of the company's participants, as well as restrictions related to making contributions to the company's property, established for all participants in the company, are carried out by a decision of the general meeting of the company's participants, adopted by all participants of the company unanimously. Change and exclusion of the provisions of the charter of the company, establishing the specified restrictions for a certain member of the company, are carried out by decision of the general meeting of the members of the company, adopted by a majority of at least two-thirds of the votes of the total number of votes of the members of the company, provided that the member of the company for which such restrictions are established, voted for such a decision or gave written consent.

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

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

Distribution of the company's profit between the participants of the company

1. The company has the right to make a decision on the distribution of its net profit among the participants of the company quarterly, once every six months or once a year. The decision to determine the part of the company's profit to be distributed among the company's participants is made by the general meeting of the company's participants.

2. Part of the company's profit intended for distribution among its participants is distributed in proportion to their shares in the authorized capital of the company.

The charter of the company upon its establishment or by amending the charter of the company by decision of the general meeting of participants in the company, adopted by all participants in the company unanimously, may establish a different procedure for distributing profits among the participants in the company. Change and exclusion of the provisions of the charter of the company, establishing such a procedure, are carried out by the decision of the general meeting of participants in the company, adopted by all participants of the company unanimously.

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

1. The company is not entitled to make a decision on the distribution of its profits among the participants of the company:

until full payment of the entire authorized capital of the company;

before payment of the actual value of the share (part of the share) of a company participant in the cases provided for by this Federal Law;

if at the time such a decision is made, the company meets the signs of insolvency (bankruptcy) in accordance with the federal law on insolvency (bankruptcy) or if the indicated signs appear in the company as a result of such a decision;

if at the time of such a decision, the value of the company's net assets is less than its authorized capital and reserve fund or becomes less than their size as a result of such a decision;

2. The company is not entitled to pay the participants of the company the profit, the decision on the distribution of which among the participants of the company was made:

if at the time of payment the company meets the signs of insolvency (bankruptcy) in accordance with the federal law on insolvency (bankruptcy) or if the indicated signs appear in the company as a result of payment;

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

in other cases stipulated by federal laws.

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

Reserve fund and other funds of the company

The company may create a reserve fund and other funds in the manner and in the amount provided for by the charter of the company.

federal law No. 138-FZ of July 27, 2006, Article 31 of this Federal Law was amended

Article 31 Placement of bonds by the company

1. The company has the right to place bonds and other issue-grade securities in the manner prescribed by the legislation on securities.

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

2. Issue of bonds by a company is allowed after full payment of its authorized capital.

The bond must have a par value. The nominal value of all bonds issued by the company must not exceed the amount of the company's charter capital and (or) the amount of security provided to the company for these purposes by third parties. In the absence of collateral provided by third parties, the issue of bonds is allowed not earlier than the third year of the company's existence and subject to the proper approval of the annual financial statements for two completed financial years. These restrictions do not apply to mortgage-backed bond issues and in other cases established by federal securities laws.

3. Has expired.

Chapter IV. Management in society

Society bodies

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

All members of the company have the right to be present at the general meeting of members of the company, take part in the discussion of agenda items and vote when making decisions.

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

Each member of the company shall have at the general meeting of members of the company the number of votes proportional to his share in the charter capital of the company, except for the cases provided for by this Federal Law.

The charter of the company upon its establishment or by amending the charter of the company by decision of the general meeting of the participants of the company, adopted by all the participants of the company unanimously, may establish a different procedure for determining the number of votes of the participants in the company. Change and exclusion of the provisions of the charter of the company, establishing such a procedure, are carried out by the decision of the general meeting of participants in the company, adopted by all participants of the company unanimously.

2. The company's charter may provide for the formation of a board of directors (supervisory board) of the company.

The competence of the board of directors (supervisory board) of the company is determined by the charter of the company in accordance with this Federal Law.

The charter of the company may provide that the competence of the board of directors (supervisory board) of the company includes the formation of the executive bodies of the company, the early termination of their powers, the resolution of issues on the conclusion of major transactions in the cases provided for in Article 46 of this Federal Law, the resolution of issues on the conclusion of transactions in which there is an interest, in the cases provided for in Article 45 of this Federal Law, the resolution of issues related to the preparation, convening and holding of a general meeting of participants in the company, as well as the resolution of other issues provided for by this Federal Law. by law. If the resolution of issues related to the preparation, convening and holding of a general meeting of the company's participants is referred by the company's charter to the competence of the board of directors (supervisory board) of the company, the executive body of the company acquires the right to demand an extraordinary general meeting of the company's participants.

The procedure for the formation and activities of the board of directors (supervisory board) of the company, as well as the procedure for terminating the powers of members of the board of directors (supervisory board) of the company and the competence of the chairman of the board of directors (supervisory board) of the company are determined by the charter of the company.

Members of the collegial executive body of the company may not constitute more than one-fourth of the composition of the board of directors (supervisory board) of the company. A person exercising the functions of the sole executive body of the company cannot be simultaneously the chairman of the board of directors (supervisory board) of the company.

By decision of the general meeting of participants in the company, members of the board of directors (supervisory board) of the company during the period they perform their duties may be paid remuneration and (or) reimbursed for expenses related to the performance of these duties. The amounts of said remunerations and compensations are established by the decision of the general meeting of the company's participants.

3. Members of the board of directors (supervisory board) of the company, the person exercising the functions of the sole executive body of the company, and members of the collegial executive body of the company who are not members of the company may participate in the general meeting of members of the company with the right of an advisory vote.

4. Management of the current activities of the company is carried out by the sole executive body of the company or the sole executive body of the company and the collegial executive body of the company. The executive bodies of the company are accountable to the general meeting of participants in the company and the board of directors (supervisory board) of the company.

5. The transfer of voting rights by a member of the board of directors (supervisory board) of the company, a member of the collegial executive body of the company to other persons, including other members of the board of directors (supervisory board) of the company, other members of the collegial executive body of the company, is not allowed.

6. The charter of the company may provide for the formation of an audit commission (election of an auditor) of the company. In companies with more than fifteen participants, the formation of an audit commission (election of an auditor) of the company is mandatory. A member of the audit commission (auditor) of the company may also be a person who is not a member of the company.

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

Members of the audit commission (auditor) of the company cannot be members of the board of directors (supervisory board) of the company, a person exercising the functions of the sole executive body of the company, and members of the collegial executive body of the company.

Competence of the general meeting of participants of the company

1. The competence of the general meeting of participants in the company is determined by the charter of the company in accordance with this Federal Law.

2. The exclusive competence of the general meeting of participants in the company includes:

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

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

3) amendments to the memorandum of association;

4) formation of the executive bodies of the company and early termination of their powers, as well as the adoption of a decision on the transfer of powers of the sole executive body of the company to a commercial organization or an individual entrepreneur (hereinafter referred to as the manager), approval of such a manager and the terms of the contract with him;

5) election and early termination of the powers of the audit commission (auditor) of the company;

6) approval of annual reports and annual balance sheets;

7) making a decision on the distribution of the net profit of the company among the participants in the company;

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

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

10) appointment of an audit, approval of the auditor and determination of the amount of payment for his services;

11) making a decision on the reorganization or liquidation of the company;

12) appointment of a liquidation commission and approval of liquidation balance sheets;

13) resolution of other issues provided for by this Federal Law.

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

The next general meeting of the company's members

The next general meeting of the company's participants is held within the time limits specified by the company's charter, but at least once a year. The next general meeting of the company's participants is convened by the company's executive body.

The charter of the company must determine the date for holding the next general meeting of the company's participants, at which the annual results of the company's activities are approved. The specified general meeting of the company's participants must be held no earlier than two months and no later than four months after the end of the financial year.

Extraordinary general meeting of participants of the company

1. An extraordinary general meeting of the company's participants is held in cases specified by the company's charter, as well as in any other cases if such a general meeting is required by the interests of the company and its participants.

2. An extraordinary general meeting of the company's participants is convened by the company's executive body on its initiative, at the request of the board of directors (supervisory board) of the company, the audit commission (auditor) of the company, the auditor, as well as the company's participants holding in aggregate at least one tenth of the total number of votes of the company's participants.

The executive body of the company is obliged, within five days from the date of receipt of the request to hold an extraordinary general meeting of the company's participants, to consider this request and make a decision to hold an extraordinary general meeting of the company's participants or to refuse to hold it. The decision to refuse to hold an extraordinary general meeting of the company's participants may be taken by the company's executive body only if:

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

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

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

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

Along with the issues proposed for inclusion in the agenda of the extraordinary general meeting of participants in the company, the executive body of the company, on its own initiative, has the right to include additional issues in it.

3. If a decision is made to hold an extraordinary general meeting of the company's participants, the said general meeting must be held no later than forty-five days from the date of receipt of the request to hold it.

4. If, within the period established by this Federal Law, no decision is made to hold an extraordinary general meeting of the company's participants or a decision is made to refuse to hold it, the extraordinary general meeting of the company's participants may be convened by the bodies or persons requiring it to be held.

In this case, the executive body of the company is obliged to provide the indicated bodies or persons with a list of the company's participants with their addresses.

The costs of preparing, convening and holding such a general meeting may be reimbursed by decision of the general meeting of the company's participants at the expense of the company's funds.

1. The body or persons convening the general meeting of the company's participants are obliged not later than thirty days before its holding to notify each participant of the company about this by registered mail at the address indicated in the list of the company's participants, or in another way provided for by the charter of the company.

2. The notice must indicate the time and place of the general meeting of the company's participants, as well as the proposed agenda.

Any member of the company has the right to make proposals for the inclusion of additional issues in the agenda of the general meeting of members of the company no later than fifteen days before it is held. Additional issues, with the exception of issues that do not fall within the competence of the general meeting of participants in the company or do not comply with the requirements of federal laws, are included in the agenda of the general meeting of participants in the company.

The body or persons convening the general meeting of the company's participants are not entitled to make changes to the wording of additional issues proposed for inclusion in the agenda of the general meeting of the company's participants.

If, at the suggestion of the company’s participants, changes are made to the initial agenda of the general meeting of the company’s participants, the body or persons convening the general meeting of the company’s participants are obliged to notify all the company’s participants of the changes made to the agenda in the manner specified in paragraph 1 of this article no later than ten days before it is held.

3. The information and materials to be provided to the company's participants when preparing the general meeting of the company's participants include the company's annual report, the conclusions of the audit commission (auditor) of the company and the auditor based on the results of the audit of the company's annual reports and annual balance sheets, information about the candidate (candidates) to the company's executive bodies, the company's board of directors (supervisory board) and the audit commission (auditors) of the company, draft amendments and additions made to the company's constituent documents, or drafts of the company's constituent documents in new edition, draft internal documents of the company, as well as other information (materials) provided for by the charter of the company.

Unless a different procedure for familiarizing the company's participants with information and materials is provided for by the company's charter, the body or persons convening the general meeting of the company's participants are obliged to send them information and materials along with a notice of the general meeting of the company's participants, and in the event of a change in the agenda, the relevant information and materials are sent along with a notification of such a change.

The specified information and materials within thirty days prior to the general meeting of participants in the company must be provided to all participants in the company for review in the premises of the executive body of the company. The company is obliged, at the request of a member of the company, to provide him with copies of these documents. The fee charged by the company for the provision of these copies may not exceed the cost of their production.

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

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

The procedure for holding a general meeting of participants in the company

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

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

Members of the company have the right to participate in the general meeting in person or through their representatives. Representatives of the participants in the company must present documents confirming their proper authority. A power of attorney issued to a representative of a company participant must contain information about the person represented and the representative (name or title, place of residence or location, passport data), be drawn up in accordance with the requirements of paragraphs 4 and 5 of Article 185 of the Civil Code of the Russian Federation or certified by a notary.

An unregistered member of the company (representative of a member of the company) is not entitled to take part in voting.

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

4. The general meeting of participants in the company is opened by the person exercising the functions of the sole executive body of the company, or by the person heading the collective executive body of the company. The general meeting of the company's participants, convened by the board of directors (supervisory board) of the company, the audit commission (auditor) of the company, the auditor or members of the company, is opened by the chairman of the board of directors (supervisory board) of the company, the chairman of the audit commission (auditor) of the company, the auditor or one of the participants in the company who convened this general meeting.

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

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

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

7. The general meeting of the company's participants has the right to make decisions only on the agenda items communicated to the company's participants in accordance with paragraphs 1 and 2 of Article 36 of this Federal Law, except for cases when all the company's participants participate in this general meeting.

8. Decisions on the issues specified in subparagraph 2 of paragraph 2 of Article 33 of this Federal Law, as well as on other issues determined by the charter of the company, are taken by a majority of at least two-thirds of the votes of the total number of votes of the participants in the company, unless the need for a larger number of votes for making such a decision is provided for by this Federal Law or the charter of the company.

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

The remaining decisions are made by a majority vote of the total number of votes of the company's participants, unless the need for a larger number of votes to make such decisions is provided for by this Federal Law or the company's charter.

9. The charter of the company may provide for cumulative voting on the election of members of the board of directors (supervisory board) of the company, members of the collegial executive body of the company and (or) members of the audit commission of the company.

In case of cumulative voting, the number of votes belonging to each member of the company is multiplied by the number of persons to be elected to the body of the company, and the member of the company has the right to cast the number of votes thus obtained in full for one candidate or distribute them among two or more candidates. The candidates who receive the largest number of votes are considered elected.

10. Decisions of the general meeting of participants in the company are made by open vote, unless a different decision-making procedure is provided for by the charter of the company.

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

1. The decision of the general meeting of the company's participants can be taken without holding a meeting (joint presence of the company's participants to discuss agenda items and make decisions on issues put to vote) by absentee voting (by poll). Such voting may be carried out by exchanging documents by means of postal, telegraphic, teletype, telephone, electronic or other communication, which ensures the authenticity of transmitted and received messages and their documentary confirmation.

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

2. When a decision is made by the general meeting of the company's participants by absentee voting (by poll), paragraphs 2, 3, 4, 5 and 7 of Article 37 of this Federal Law, as well as the provisions of paragraphs 1, 2 and 3 of Article 36 of this Federal Law in part of the time periods stipulated by them, shall not apply.

3. The procedure for conducting absentee voting is determined by the internal document of the company, which should provide for the obligation to inform all company participants of the proposed agenda, the opportunity to familiarize all company participants with all the necessary information and materials before the start of voting, the opportunity to make proposals for the inclusion of additional issues in the agenda, the obligation to inform all company participants before the start of voting of the amended agenda, as well as the end date for the voting procedure.

Adoption of decisions on issues related to the competence of the general meeting of participants of the company, the sole participant of the company

In a company consisting of one participant, decisions on issues related to the competence of the general meeting of participants in the company are taken by the sole participant of the company individually and are drawn up in writing. In this case, the provisions of Articles 34, 35, 36, 37, 38 and 43 of this Federal Law shall not apply, except for the provisions relating to the timing of the annual general meeting of the company's participants.

Sole executive body of the company

1. The sole executive body of the company (general director, president and others) is elected by the general meeting of participants in the company for a period determined by the charter of the company. The sole executive body of the company may also be elected not from among its participants.

An agreement between the company and the person exercising the functions of the sole executive body of the company is signed on behalf of the company by the person who chaired the general meeting of the company's participants at which the person exercising the functions of the sole executive body of the company was elected, or by the company's participant authorized by the decision of the general meeting of the company's participants.

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

3. Sole executive body of the company:

1) acts on behalf of the company without a power of attorney, including representing its interests and making transactions;

2) issues powers of attorney for the right of representation on behalf of the company, including powers of attorney with the right of substitution;

3) issues orders on the appointment of employees of the company, on their transfer and dismissal, applies incentive measures and imposes disciplinary sanctions;

4) exercises other powers not referred by this Federal Law or the charter of the company to the competence of the general meeting of participants in the company, the board of directors (supervisory board) of the company and the collegial executive body of the company.

4. The procedure for the activities of the sole executive body of the company and the adoption of decisions by it is established by the charter of the company, internal documents of the company, as well as an agreement concluded between the company and the person exercising the functions of its sole executive body.

Collegial executive body of the company

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

A member of the collegial executive body of the company can only be an individual who may not be a member of the company.

The collegial executive body of the company exercises the powers assigned by the charter of the company to its competence.

The functions of the chairman of the collegial executive body of the company are performed by the person exercising the functions of the sole executive body of the company, unless the powers of the sole executive body of the company are transferred to the manager.

2. The procedure for the activities of the collegial executive body of the company and the adoption of decisions by it is established by the charter of the company and internal documents of the company.

Transfer of powers of the sole executive body of the company to the manager

The company has the right to transfer under the contract the powers of its sole executive body to the manager, if such a possibility is expressly provided for by the charter of the company.

The agreement with the manager is signed on behalf of the company by the person who chaired the general meeting of the company's participants, who approved the terms of the agreement with the manager, or by the company's participant authorized by the decision of the general meeting of the company's participants.

Appeal against decisions of the management bodies of the company

1. A decision of a general meeting of company participants adopted in violation of the requirements of this Federal Law, other legal acts of the Russian Federation, the charter of the company and violating the rights and legitimate interests of a company participant may be recognized by a court as invalid upon the application of a company participant who did not take part in the voting or voted against the disputed decision. Such an application may be filed within two months from the date when the member of the company learned or should have known about the decision. If a member of the company took part in the general meeting of members of the company that adopted the appealed decision, the said application may be filed within two months from the date of such decision.

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

3. A decision of the board of directors (supervisory board) of the company, the sole executive body of the company, the collegiate executive body of the company or the manager, adopted in violation of the requirements of this Federal Law, other legal acts of the Russian Federation, the charter of the company and violating the rights and legitimate interests of a member of the company, may be recognized by the court as invalid upon the application of this member of the company.

Responsibility of members of the board of directors (supervisory board) of the company, the sole executive body of the company, members of the collegial executive body of the company and the manager

1. Members of the board of directors (supervisory board) of the company, the sole executive body of the company, members of the collegial executive body of the company, as well as the manager, in the exercise of their rights and performance of duties, must act in the interests of the company in good faith and reasonably.

2. Members of the board of directors (supervisory board) of the company, the sole executive body of the company, members of the collegial executive body of the company, as well as the manager, shall be liable to the company for losses caused to the company by their guilty actions (inaction), unless other grounds and amount of liability are established by federal laws. At the same time, members of the board of directors (supervisory board) of the company, members of the collegial executive body of the company who voted against the decision that caused losses to the company, or did not take part in the voting, are not liable.

3. When determining the grounds and amount of liability of members of the board of directors (supervisory board) of the company, the sole executive body of the company, members of the collegial executive body of the company, as well as the manager, the usual conditions of business turnover and other circumstances relevant to the case must be taken into account.

4. If, in accordance with the provisions of this article, several persons are liable, their liability to the company is joint and several.

5. With a claim for compensation for losses caused to the company by a member of the board of directors (supervisory board) of the company, the sole executive body of the company, a member of the collegial executive body of the company or a manager, the company or its participant may apply to the court.

Interest in the company's transaction

1. Transactions in which there is an interest of a member of the board of directors (supervisory board) of the company, a person exercising the functions of the sole executive body of the company, a member of the collegial executive body of the company, or an interest of a member of the company who, together with its affiliates, has twenty or more percent of the votes of the total number of votes of the company's members, cannot be made by the company without the consent of the general meeting of the company's members.

These persons are recognized as interested in the transaction by the company in cases where they, their spouses, parents, children, brothers, sisters and (or) their affiliates:

are a party to the transaction or act in the interests of third parties in their relations with the company;

own (each individually or in aggregate) twenty or more percent of shares (shares, shares) of a legal entity that is a party to a transaction or acts in the interests of third parties in their relations with the company;

hold positions in the management bodies of a legal entity that is a party to a transaction or acts in the interests of third parties in their relations with the company;

in other cases determined by the charter of the company.

2. The persons specified in the first paragraph of paragraph 1 of this article must bring to the attention of the general meeting of participants in the company information:

about legal entities in which they, their spouses, parents, children, brothers, sisters and (or) their affiliates own twenty or more percent of shares (shares, shares);

about legal entities in which they, their spouses, parents, children, brothers, sisters and (or) their affiliates hold positions in management bodies;

about the ongoing or proposed transactions known to them, in the commission of which they can be recognized as interested.

3. The decision to conclude a transaction by the company, in which there is an interest, is taken by the general meeting of the company's participants by a majority vote of the total number of votes of the company's participants who are not interested in making it.

4. The conclusion of a transaction in which there is an interest does not require a decision of the general meeting of the company's participants, provided for in paragraph 3 of this article, in cases where the transaction is made in the course of ordinary business activities between the company and the other party that took place before the moment from which the person interested in the transaction is recognized as such in accordance with paragraph 1 of this article (the decision is not required until the date of the next general meeting of the company's participants).

5. A transaction in which there is an interest and which was made in violation of the requirements provided for by this article may be declared invalid at the claim of the company or its participant.

6. This article does not apply to companies consisting of one participant who simultaneously performs the functions of the sole executive body of this company.

7. If a board of directors (supervisory board) of the company is formed in the company, the adoption of a decision on making transactions in which there is an interest may be referred by the charter of the company to its competence, except in cases where the amount of payment under the transaction or the value of the property that is the subject of the transaction exceeds two percent of the value of the company's property, determined on the basis of financial statements for the last reporting period.

big deals

1. A major transaction is a transaction or several interconnected transactions related to the acquisition, alienation or possibility of alienation by the company, directly or indirectly, of property, the value of which is more than twenty-five percent of the value of the company's property, determined on the basis of accounting data for the last reporting period preceding the day the decision was made to conclude such transactions, unless the company's charter provides for a higher amount of a major transaction. Major transactions are not recognized as transactions made in the course of the company's ordinary business activities.

2. For the purposes of this article, the value of the property alienated by the company as a result of a major transaction is determined on the basis of its accounting data, and the value of the property acquired by the company - on the basis of the offer price.

3. The decision to conclude a major transaction is taken by the general meeting of the company's participants.

4. If a board of directors (supervisory board) of the company is formed in the company, the adoption of decisions on making major transactions related to the acquisition, alienation or the possibility of alienation by the company directly or indirectly of property, the value of which is from twenty-five to fifty percent of the value of the company's property, may be referred by the charter of the company to the competence of the board of directors (supervisory board) of the company.

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

6. The charter of the company may provide that the conclusion of major transactions does not require a decision of the general meeting of participants in the company and the board of directors (supervisory board) of the company.

Audit Commission (auditor) of the company

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

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

2. The audit commission (auditor) of the company has the right to conduct audits of the financial and economic activities of the company at any time and have access to all documentation relating to the activities of the company. At the request of the audit commission (auditor) of the company, members of the board of directors (supervisory board) of the company, the person exercising the functions of the sole executive body of the company, members of the collegial executive body of the company, as well as employees of the company are obliged to give the necessary explanations orally or in writing.

3. The Audit Commission (Auditor) of the company must check the annual reports and balance sheets of the company before they are approved by the general meeting of participants in the company. The general meeting of participants in the company is not entitled to approve the annual reports and balance sheets of the company in the absence of the conclusions of the audit commission (auditor) of the company.

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

5. This article shall apply in cases where the formation of an audit commission of a company or the election of an auditor of a company is provided for by the charter of the company or is mandatory in accordance with this Federal Law.

Company audit

In order to check and confirm the correctness of the company's annual reports and balance sheets, as well as to check the state of the company's current affairs, it has the right, by decision of the general meeting of the company's participants, to engage a professional auditor who is not connected by property interests with the company, members of the board of directors (supervisory board) of the company, a person exercising the functions of the sole executive body of the company, members of the collegial executive body of the company and participants in the company.

At the request of any member of the company, an audit may be carried out by a professional auditor chosen by him, who must comply with the requirements established by part one of this article. In the event of such an audit, payment for the services of an auditor is carried out at the expense of the participant of the company, at the request of which it is carried out. Expenses of a member of the company for paying for the services of an auditor may be reimbursed to him by decision of the general meeting of members of the company at the expense of the company.

The involvement of an auditor to verify and confirm the correctness of the company's annual reports and balance sheets is mandatory in cases provided for by federal laws and other legal acts of the Russian Federation.

Public reporting of the company

1. The company is not obliged to publish reports on its activities, except for the cases provided for by this Federal Law and other federal laws.

2. In the event of a public placement of bonds and other issue-grade securities, the company is obliged to annually publish annual reports and balance sheets, as well as disclose other information about its activities, provided for by federal laws and regulations adopted in accordance with them.

Storage of company documents

1. The company is obliged to keep the following documents:

constituent documents of the company, as well as amendments and additions made to the constituent documents of the company and duly registered;

the minutes (minutes) of the meeting of the founders of the company, containing the decision on the establishment of the company and on the approval of the monetary value of non-monetary contributions to the authorized capital of the company, as well as other decisions related to the creation of the company;

a document confirming the state registration of the company;

documents confirming the company's rights to property on its balance sheet;

internal documents of the company;

regulations on branches and representative offices of the company;

documents related to the issue of bonds and other equity securities of the company;

minutes of general meetings of the company's participants, meetings of the board of directors (supervisory board) of the company, the collegial executive body of the company and the audit commission of the company;

lists of affiliated persons of the company;

conclusions of the audit commission (auditor) of the company, the auditor, state and municipal financial control bodies;

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

2. The company shall store the documents provided for in paragraph 1 of this article at the location of its sole executive body or in another place known and accessible to the company's participants.

Chapter V. Reorganization and liquidation of a company

Society reorganization

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

Other grounds and procedure for the reorganization of a company are determined by the Civil Code of the Russian Federation and other federal laws.

2. The reorganization of the company may be carried out in the form of merger, accession, division, separation and transformation.

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

When a company is reorganized in the form of a merger with another company, the first of them is considered reorganized from the moment an entry is made in the unified state register of legal entities on the termination of the activities of the merged company.

4. State registration of companies established as a result of reorganization and making entries on the termination of the activities of reorganized companies, as well as state registration of amendments to the charter, shall be carried out in accordance with the procedure established by federal laws.

5. Not later than thirty days from the date of the adoption of the decision on the reorganization of the company, and in the event of a reorganization of the company in the form of a merger or accession from the date of the decision on this by the last of the companies participating in the merger or accession, the company is obliged to notify in writing all the creditors of the company known to it and publish in the press organ, which publishes data on the state registration of legal entities, a message about the decision. At the same time, the creditors of the company, within thirty days from the date of sending notifications to them or within thirty days from the date of publication of the notice of the decision taken, have the right to demand in writing early termination or fulfillment of the corresponding obligations of the company and compensation for their losses.

The state registration of companies established as a result of reorganization and the entry of records on the termination of the activities of the reorganized companies shall be carried out only upon presentation of evidence of notification of creditors in the manner prescribed by this paragraph.

If the separation balance sheet does not make it possible to determine the legal successor of the reorganized company, the legal entities created as a result of the reorganization shall be jointly and severally liable for the obligations of the reorganized company to its creditors.

Merger of societies

1. The merger of companies is the creation of a new company with the transfer of all rights and obligations of two or more companies to it and the termination of the latter.

2. The general meeting of participants of each company participating in the reorganization in the form of a merger shall decide on such reorganization, on the approval of the merger agreement and the charter of the company created as a result of the merger, as well as on the approval of the deed of transfer.

3. The merger agreement, signed by all participants of the company created as a result of the merger, is, along with its charter, its constituent document and must comply with all the requirements of the Civil Code of the Russian Federation and this Federal Law for the constituent agreement.

4. If the general meeting of the participants of each company participating in the reorganization in the form of a merger makes a decision on such reorganization and on the approval of the merger agreement, the charter of the company created as a result of the merger, and the deed of transfer, the election of the executive bodies of the company created as a result of the merger is carried out at a joint general meeting of participants in the companies participating in the merger. The terms and procedure for holding such a general meeting are determined by the merger agreement.

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

5. In the event of a merger of companies, all rights and obligations of each of them shall be transferred to the company created as a result of the merger, in accordance with the deeds of transfer.

Accession of society

1. The merger of a company is the termination of one or several companies with the transfer of all their rights and obligations to another company.

2. The general meeting of participants of each company participating in the reorganization in the form of affiliation makes a decision on such reorganization, on approval of the agreement on accession, and the general meeting of participants of the merging company also makes a decision on approving the deed of transfer.

3. The joint general meeting of participants in the companies participating in the merger shall make changes to the constituent documents of the company to which the merger is carried out, related to the change in the composition of the company's participants, the determination of the size of their shares, other changes provided for by the merger agreement, and also, if necessary, resolve other issues, including issues on the election of the bodies of the company to which the merger is carried out. The terms and procedure for holding such a general meeting are determined by the accession agreement.

4. When one company joins another, all the rights and obligations of the merged company pass to the latter in accordance with the deed of transfer.

Division of society

1. The division of a company is the termination of a company with the transfer of all its rights and obligations to newly created companies.

2. The general meeting of participants in a company being reorganized in the form of a division shall decide on such reorganization, on the procedure and conditions for the division of the company, on the creation of new companies and on the approval of the separation balance sheet.

3. Members of each company created as a result of the division sign a memorandum of association. The general meeting of the participants of each company created as a result of division approves the charter and elects the bodies of the company.

4. When a company is divided, all its rights and obligations are transferred to the companies created as a result of the division, in accordance with the separation balance sheet.

Society spin-off

1. The separation of a company is the creation of one or several companies with the transfer to him (them) of the rights and obligations of the company being reorganized without terminating the latter.

2. The general meeting of participants in a company being reorganized in the form of a spin-off shall take a decision on such a reorganization, on the procedure and conditions for spin-off, on the creation of a new company (new companies) and on approval of the separation balance sheet, make changes to the constituent documents of the company being reorganized in the form of a spin-off, changes related to the change in the composition of the company’s participants, determination of the size of their shares, and other changes provided for by the decision on spin-off, and also, if necessary, resolve other issues, including issues on the election of the company’s bodies.

The participants of the spin-off company sign the memorandum of association. The general meeting of participants in the spin-off company approves its charter and elects the bodies of the company.

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

3. When one or several companies are separated from the company, a part of the rights and obligations of the reorganized company is transferred to each of them in accordance with the separation balance sheet.

Society transformation

1. The company has the right to be transformed into a joint-stock company, an additional liability company or a production cooperative.

2. The general meeting of participants in a company being reorganized in the form of transformation shall decide on such a reorganization, on the procedure and conditions for transformation, on the procedure for exchanging shares of company participants for shares of a joint-stock company, shares of participants in an additional liability company or shares of members of a production cooperative, on approving the charter of a joint-stock company, additional liability company or production cooperative created as a result of transformation, as well as on approving the deed of transfer.

3. Participants in a legal entity created as a result of transformation shall decide on the election of its bodies in accordance with the requirements of federal laws on such legal entities and instruct the relevant body to carry out actions related to the state registration of a legal entity created as a result of transformation.

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

Federal Law No. 31-FZ of March 21, 2002 amended Article 57 of this Federal Law. The amendments shall enter into force on July 1, 2002.

Society liquidation

1. A company may be liquidated voluntarily in accordance with the procedure established by the Civil Code of the Russian Federation, subject to the requirements of this Federal Law and the company's charter. The company may also be liquidated by a court decision on the grounds provided for by the Civil Code of the Russian Federation.

The liquidation of a company entails its termination without the transfer of rights and obligations by way of succession to other persons.

2. The decision of the general meeting of participants of the company on the voluntary liquidation of the company and the appointment of a liquidation commission is adopted at the proposal of the board of directors (supervisory board) of the company, the executive body or the participant of the company.

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

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

4. If the Russian Federation, a constituent entity of the Russian Federation or a municipality is a participant in the company being liquidated, the liquidation commission shall include a representative of the federal state property management body, a specialized institution that sells federal property, a state property management body of a constituent entity of the Russian Federation, a seller of state property of a constituent entity of the Russian Federation, or a local self-government body.

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

Distribution of the property of the liquidated company among its participants

1. The property of the liquidated company remaining after completion of settlements with creditors shall be distributed by the liquidation commission among the participants of the company in the following order:

in the first place, the distribution to the participants of the company of the distributed, but unpaid part of the profit is carried out;

in the second place, the distribution of the property of the liquidated company between the participants of the company is carried out in proportion to their shares in the authorized capital of the company.

2. The requirements of each queue are satisfied after the requirements of the previous queue are fully satisfied.

If the property of the company is not enough to pay the distributed but unpaid part of the profit, the property of the company is distributed among its participants in proportion to their shares in the authorized capital of the company.

Chapter VI. Final provisions

No. 193-FZ of December 31, 1998, Article 59 of this Federal Law was amended

No. 96-FZ of July 11, 1998, Article 59 of this Federal Law was amended

Article 59 Entry into force of this Federal Law

2. From the moment this Federal Law enters into force, the legal acts in force on the territory of the Russian Federation until they are brought into line with this Federal Law shall be applied to the extent that they do not contradict this Federal Law.

Constituent documents of limited liability companies (limited liability partnerships) from the moment this Federal Law enters into force shall apply to the extent that does not contradict this Federal Law.

3. Constituent documents of limited liability companies (limited liability partnerships) established prior to the entry into force of this Federal Law shall be subject to alignment with this Federal Law no later than July 1, 1999.

Limited liability companies (limited liability partnerships), the number of participants of which exceeds fifty at the time of entry into force of this Federal Law, must be transformed into joint-stock companies or production cooperatives before July 1, 1999, or reduce the number of participants to the limit established by this Federal Law. When transforming such limited liability companies (limited liability partnerships) into joint-stock companies, they may be transformed into closed joint-stock companies without limiting the maximum number of shareholders of a closed joint-stock company established by the Federal Law "On Joint-Stock Companies". The said closed joint stock companies are not subject to the provisions of paragraphs two and three of paragraph 3 of Article 7 of the Federal Law "On Joint Stock Companies".

When transforming limited liability companies (limited liability partnerships) into joint-stock companies or production cooperatives in the manner provided for by this paragraph, the provisions of paragraph 5 of Article 51 of this Federal Law shall also not apply.

The decision of the general meeting of participants in a limited liability company (limited liability partnership) on the transformation of a limited liability company (limited liability partnership), the number of participants of which exceeds fifty as of the entry into force of this Federal Law, shall be adopted by a majority of at least two-thirds of the total number of votes of the participants in the limited liability company (limited liability partnership). Participants in a limited liability company (limited liability partnership) who voted against the adoption of a decision on its transformation or did not take part in the voting shall have the right to withdraw from the limited liability company (limited liability partnership) in the manner established by Article 26 of this Federal Law.

Limited liability companies (limited liability partnerships) that have not brought their constituent documents in line with this Federal Law or have not been transformed into joint-stock companies or production cooperatives may be liquidated in a judicial proceeding at the request of the body carrying out state registration of legal entities, or other state bodies or local self-government bodies, to which the right to make such a claim is granted by federal law.

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

President of the Russian Federation B. Yeltsin

Moscow Kremlin

The creation, registration and activities of an LLC are regulated by the Federal Law "On LLC" dated February 8, 1998 No. 14-FZ.

In this article, you will find a basic overview of the law, as well as detailed analysis of past and upcoming changes.


Current edition: No. 31 dated 07/03/2016, valid.

The Federal Law "On Limited Liability Companies" regulates the creation, registration and operation of the most common form of legal entity - a limited liability company. In this article you will find an overview of the structure of the law, a summary of each chapter, an overview of the latest changes made to the Law "On LLC", and you can also download the "fresh" version of the Federal Law on Limited Liability Companies in the new version of 07/03/2016 with changes.

Overview of the Structure of the LLC Law

The Federal Law "On Limited Liability Companies" adopted on 08.02.1998 No. 14-FZ in a new edition of 03.07.2016 with comments (hereinafter - the Law "On LLC"), consists of 6 chapters and 59 articles:

• Chapter 1 "General Provisions", includes Articles 1 to 10.

This chapter describes the relations that fall under the regulation of this law, the main provisions of the LLC, the liability assigned to the LLC, information regarding the name and location of such a legal entity, the rules regarding branches, representative offices and subsidiaries, as well as information relating to the participants of the company: rights, obligations and exclusion from the company.

• Chapter 2 "Establishment of a society", includes articles 11 to 13.

The chapter contains information on the creation and state registration of an LLC.

• Chapter 3 “Authorized Capital of the Company. Company property”, includes articles 14 to 31.

The chapter describes the principles of creating and dividing the authorized capital, ways to increase and decrease it, the procedure for handling the shares of participants (alienation, transfer), the rules for the withdrawal of a participant, the principles of profit distribution, information regarding the funds and assets of an LLC, as well as the rules for issuing securities of an LLC.

Chapter 3 contains chapter 3.1. "Maintaining a list of company participants", which contains Article 31.1, which reveals the principles and rules for maintaining a list of company participants

• Chapter 4 "Governance in society", includes articles from 32 to 50.

The chapter specifies the main management bodies of the company, their rights, duties and responsibilities, the procedure for the formation and appointment of the executive body of the company, the rules for appealing decisions of the management bodies, the principles for conducting audits and audits, information on the company's public reporting and the rules for storing documents, as well as providing information.

• Chapter 5 "Reorganization and liquidation of the company", includes articles 51 to 58.

The article describes various options for the reorganization of society, such as: merger, accession, division, separation, transformation. Additionally, the rules for the liquidation and distribution of the remaining property among the participants are indicated.

• Chapter 6 "Final Provisions" includes Article 59, which contains information on the rules for the implementation of this Federal Law.

You can download the Federal Law "On Limited Liability Companies" .

Overview of changes

In 2016, the Federal Law "On Limited Liability Companies" 14-FZ was amended twice:

1. Federal Law of April 6, 2016 No. 82-FZ. Art. 6 of this law, paragraph 5 of Art. 2 of the Law "On LLC". Previously, society was required to have a round seal, after the changes came into force, this obligation was transformed into a right. Thus allowing the public to make or not make a round seal as they see fit. However, the law may still provide for the duty of the society to have a seal. Also, information about the presence of a seal should be reflected in the charter of the LLC.
2. Federal Law of June 29, 2016 No. 210-FZ. And this law was amended by Art. 6. This time they touched on paragraph 3 of Art. 8 of the Law "On LLC". Now, the founders, having concluded an agreement on the exercise of the rights of the company's participants, can not only refrain from exercising their rights, but also refuse to exercise them. Also, in paragraph 3 of Art. 8, a paragraph was added that fixed the obligation of participants to notify the company of the fact of concluding an agreement on the exercise of the rights of participants in the company, no later than 15 days from the date of its conclusion. Otherwise, the participants of the company who are not included in the agreement may demand compensation for the losses received by them as a result of non-notification.

However, there is still a third legal act, which has already partially entered into force, but a significant block of changes in the Federal Law "On Limited Liability Companies" will be valid only from 01/01/2017 - Federal Law of March 30, 2016 No. 67-FZ.

Here is a list of changes that will be introduced Art. 3 of Law No. 67-FZ to the Law "On LLC":

• In Art. 17, clause 3 will be added, which will introduce mandatory notarization of the decision to increase the authorized capital and the composition of the company's participants. It is interesting that this change creates a legal conflict, that is, it contradicts the norms of paragraph 3 of part 3 of Art. 67.1 of the Civil Code of the Russian Federation, which states that the decision-making by the general meeting of participants and the composition of the company's participants is notarized only if the company's charter does not provide for other ways of its certification (signatures of all participants, using technical means, and so on).
• In paragraph 5 of Art. 21, the words “notarized” will be introduced after the words “at their own expense”. Thus, an offer submitted by a participant who intends to sell his share in the company must be notarized.
• Abs. 3 paragraph 5 of Art. 21 will be supplemented and set out in a different edition, but its essence will not change: the period for using the pre-emptive right when buying a share may be longer than specified in the law. To do this, it is necessary to provide for an appropriate period in the charter of the company.
• The first sentence of paragraph 11 of Art. 21 will be set out in a new edition, after which, all transactions for the alienation of a share must be notarized. If the notarial form is not observed, then such a transaction is considered invalid.
• Exceptions to notarial certification of transactions will be: transactions with shares owned by the company. The norm enshrined in Part 2 of Art. 24, which states that the charter may provide for the alienation of a share belonging to the company to a third party. However, such a scheme does not bring any benefit, since the participant's exit, in any case, passes through a notarization.
• P. 13 Art. 21 will be reworded and supplemented by one more paragraph. This paragraph will provide an exact list of documents required by a notary to certify transactions for the alienation of a share in a company.
• P. 14 Art. 21 will be revised. Now, after the transaction for the alienation of a share in the company, the notary submits an application signed by the participant to the state registration authority to make the appropriate changes. The application may be submitted by mail or other means. After the changes come into force, such an application will be signed by the notary himself, certify his signature with a seal and submit to the state registration authority only in the form of an electronic document.
• P. 2 Art. 22 will be supplemented by one more paragraph, and paragraph 3 of the same article is set out in a new edition. After the amendments come into force, it will be fixed that the share pledge agreement, which implies the occurrence of a pledge of a share or part of a share in the future, is now subject to notarization.
• Para. will be added. 2 p. 2 art. 23. If a participant voted against the conclusion of a major transaction, and he puts forward a demand for the acquisition of his share by the company, such a demand must be notarized.

Abs. 1 p. 1 art. 26 will be added. A participant who wants to leave the company, among other things, submits an application that is notarized in accordance with all the rules of the legislation on notaries in the Russian Federation.

The following changes have been made:

Federal Law No. 360-FZ of July 3, 2016 (as amended on November 30, 2016) “On Amendments to Certain Legislative Acts of the Russian Federation”
The beginning of the edition is 01/01/2017.
The end of the edition is 06/27/2017.

The amendments introduced by Federal Law No. 343-FZ of July 3, 2016 shall come into force on January 1, 2017.

Federal Law No. 99-FZ of May 5, 2014 introduced significant changes to Chapter 4 of the Civil Code of the Russian Federation “Legal Entities” as of September 1, 2014. For the procedure for applying this document in connection with the entry into force of the Federal Law of 05.05.2014 N 99-FZ, see Article 3 of the said Law.

Federal Law No. 14-FZ of 08.02.1998
(as amended on 07/03/2016)
“On Limited Liability Companies”
(as amended and supplemented, effective from 01.01.2017)

Article 3
Introduce the following changes to the Federal “Law” of February 8, 1998 N 14-FZ “On Limited Liability Companies” (Sobranie Zakonodatelstva Rossiyskoy Federatsii, 1998, N 7, Art. 785; 2009, N 1, Art. 20; N 29, Art. 3642; 2015, N 13, Art. 1811) the following changes:
1. “Clause 3 of Article 17” was supplemented with the following sentence: “The decision of the sole participant of the company to increase the authorized capital is confirmed by his signature, the authenticity of which must be certified by a notary.”;
Note.
Paragraph 2 of Article 3 will enter into force on July 1, 2017.
2. Article 31.1″:
a) paragraph 1:
“The general meeting of participants in the company has the right to transfer to the Federal Notarial Chamber the maintenance and storage of the list of participants in the company in the register of lists of participants in limited liability companies of the unified notary information system, which is maintained in accordance with the legislation of the Russian Federation on notaries.”;
b) point 6:
“6. In the case specified in paragraph three of paragraph 1 of this article, the participants in the company are obliged to notify the notary in a timely manner for the implementation of notarial action to enter information into the register of lists of participants in limited liability companies of the unified information system of the notary about changes in information about their name or title, place of residence or location, other information provided for by this article.

In this case, the sole executive body of the company, unless another body is provided for by the charter of the company, is obliged to timely inform the notary in order to carry out a notarial act to enter information into the register of lists of participants in limited liability companies of the unified information system of the notary, information about the participants in the company and about their shares or parts of shares in the authorized capital of the company, about shares or parts of shares owned by the company, other information provided for by this article.