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 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 accepted 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 summary 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 in 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 the 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 State Register legal entities. From the moment of registration, the LLC is considered to be created.

What changes have been made?

Every legal document, published on the territory of the modern Russian Federation, is subject to a regular updating procedure. This process amendments are necessary due to the unstable economic and socio-political situation that is characteristic of 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. 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 article under consideration in 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 in world wide web Internet;
  • 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, it is necessary to pay attention to Special attention 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 - 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;
  • For receipt own share 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 - Defines the norms of formation, replenishment and preservation authorized capital OOO. 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 an LLC undertakes to pay in full its own share in authorized capital communities. 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

Shares owned by the company are not taken into account when determining the results of voting on general meeting participants of the company, as well as in the distribution of profits and property of the company in the event of its liquidation.

The share owned by the company, within one year from the date of its transfer to the company, must be, by decision of the general meeting of participants in the company, distributed among all participants in the company in proportion to their shares in the authorized capital of the company or sold to all or some of the participants in the company and (or), if this is not prohibited by the charter of the company, to third parties and fully paid. The undistributed or unsold part of the share must be 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 changes in the constituent documents of the company provided for by this article, and in the event of a sale of a share, also documents confirming payment for the share sold by the company, must be submitted to the body responsible for state registration 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 company's constituent documents. The specified changes in the constituent documents of the company become effective for the participants of the company and third parties from the date of their state registration by the body that carries out the state registration of legal entities.

Distribution of the share owned by a company of strategic importance for ensuring the defense of the country and the security of the state in accordance with federal law"On the procedure for making foreign investments in business companies that are of strategic importance for ensuring the defense of the country and the security of the state", between its participants, the sale of this share to the participants of such a company and third parties, the repayment of this share, if as a result of these actions a foreign investor or a group of persons , which includes a foreign investor, may establish or have established control over such a company, are carried out in the manner prescribed by the said 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 foreclosed may be paid to creditors by the other participants in the company in proportion to their shares in the authorized capital of the company, if a different procedure for determining the amount of payment is not provided for by the charter of the company or by the decision of the general meeting of participants in the company.

The actual value of the share (part of the share) of a company participant in the authorized capital of the company is determined on the basis of data financial statements company 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 participant for its debts.

3. In the event that within three months from the date of presentation of a claim by creditors, the company or its participants do not pay the actual value of the entire share (the entire part of the share) of the company’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 its sale 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 participant who submitted the application for withdrawal from the company, the actual value of his share, determined on the basis of the company's financial statements for the year during which the application for withdrawal from the company was submitted, or, with the consent of the company participant, to give him in kind property of the same value, and in case of incomplete payment of his contribution to the authorized capital of the company, the actual value of a 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 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, if less period is not 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 articles of association may provide maximum cost contributions to the company's property made by all or certain participants in the company, and other restrictions related to making contributions to the company's property may also be provided. 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 members of the company unanimously.

Change and exclusion of the provisions of the charter of the company, establishing the procedure for determining the amount of contributions to the property of the company disproportionately to the size of the shares of the participants in the company, as well as restrictions related to making contributions to the property of the company, established for all participants in the company, are carried out by decision of the general meeting of participants in the company, adopted by all participants society unanimously. Change and exclusion of the provisions of the charter of the company that establish 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 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 the adoption of 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 quarterly, once every six months or once a year make a decision on the distribution of its net profit between members of the society. 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 valuable papers Oh.

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. nominal cost of all bonds issued by the company should not exceed the size of the authorized capital of the company 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 regular 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, early termination of their powers, resolution of issues on committing big deals in the cases provided for in Article 46 of this Federal Law, resolving issues related to the conclusion of transactions in which there is an interest, in the cases provided for in Article 45 of this Federal Law, resolving issues related to the preparation, convening and holding of a general meeting of participants in the company, as well as resolving other issues provided for by this Federal Law. If the resolution of issues related to the preparation, convening and holding of a general meeting of the company's participants is referred by the company's charter to the competence of the board of directors (supervisory board) of the company, the executive body of the company acquires the right to demand 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 collegiate executive body companies cannot make up 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 collegial executive body of the company and members of the company.

Members of the audit commission (auditor) of the company cannot be members of the board of directors (supervisory board) of the company, a person 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 making a decision on the transfer of powers of the sole executive body of the company commercial organization or individual entrepreneur(hereinafter - 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 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 internal activities 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 who in aggregate have at least one tenth of the total votes of the members of the society.

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 participants in the company are obliged to notify each participant of the company at least thirty days before it is held. by registered mail at the address indicated in the list of participants of the company, 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 no later than ten days before it is held. referred to in paragraph 1 of this article.

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

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

The specified information and materials 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 more than short time than those listed 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 participants of the company, 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 company's participants, if a larger number of votes is needed to adopt such decision is not 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 their deadlines.

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 participants of the company of the proposed agenda, the opportunity to familiarize all participants of the company 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 notification to all members of the company prior to the start of voting of the amended agenda, as well as the deadline for the end of 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 the general meeting of the company's 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 the company's participant, may be recognized by the court as invalid upon the application of the company's participant who did not take part in voting or voted against the contested decision. Such an application may be filed within two months from the day when a member of the company found out or should have found out about 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. The decision of the board of directors (supervisory board) of the company, the sole executive body of the company, the collegial executive body of the company or the manager, adopted in violation of the requirements of this Federal Law, other legal acts of the Russian Federation, the charter of the company and violating the rights and legitimate interests of a member of the company, may be recognized by the court as invalid at the request of this member of the company.

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

1. Members of the board of directors (supervisory board) of the company, the sole executive body of the company, members of the collegial executive body of the company, as well as the manager, 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 the interest of a member of the company having, together with its affiliates, twenty or more percent of the votes of the total number of votes of the company's participants cannot be made by the company without the consent of the general meeting of the company's participants.

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 participants in the company, provided for in paragraph 3 of this article, in cases where the transaction is concluded in the course of a normal economic activity between the company and the other party that took place until 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 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 the possibility of alienation by the company directly or indirectly of property, the value of which is more than twenty-five percent of the value of the company's property, determined on the basis of financial statements for the last reporting period preceding the day of acceptance decisions on the conclusion of such transactions, unless the charter of the company 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. In the event that 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 in without fail checks the annual reports and balance sheets of the company prior to their approval by the general meeting of the company's participants. 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 involve 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, acting as 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 the professional auditor, which must comply with the requirements established by the first part 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 available to participants society.

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 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, 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 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, decide other issues, including issues on the election of the bodies of the company to which the accession 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 decide on such a reorganization, on the procedure and conditions for spin-off, on the creation of a new company (new companies) and on the approval of the separation balance sheet, and shall include in the constituent documents of the company being reorganized in the form of a spin-off, changes related to a 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 separation, and also, if necessary, resolves 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 a company with additional liability or shares of members of a production cooperative, on approval the charter of a joint-stock company, additional liability company or production cooperative created as a result of the transformation, as well as on the approval of 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 the company's participants on voluntary liquidation 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 a member 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 participant of the liquidated company is the Russian Federation, a subject of the Russian Federation or municipality, the liquidation commission shall include a representative of the federal state property management agency, a specialized institution selling federal property, a state property management agency of a constituent entity of the Russian Federation, a seller of state property of a constituent entity of the Russian Federation, or a local government.

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. Since the entry into force of this Federal Law legal acts operating on the territory of the Russian Federation, until they are brought into line with this Federal Law, are applied to the extent that does 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 as of the entry into force of this Federal Law, must be reorganized into joint-stock companies by July 1, 1999 or production cooperatives or reduce the number of participants to the limit established by this Federal Law. When transforming such limited liability companies (limited liability partnerships) into joint-stock companies, 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 of a limited liability company (limited liability partnership) on the transformation of a limited liability company (limited liability partnership), the number of participants of which at the time of the entry into force of this Federal Law exceeds fifty, shall be taken by a majority of at least two-thirds of the votes of the total the number of votes of participants in a limited liability company (limited liability partnership). Participants in a limited liability company (limited liability partnership) who voted against the 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 court at the request of the body that carries out state registration of legal entities, or other state bodies or bodies of local self-government, to which the right to present such a demand is granted by federal law.

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

President of the Russian Federation B. Yeltsin

Moscow Kremlin

This law, adopted in accordance with the Civil Code of the Russian Federation, defines a limited liability company as established by one or more persons economical society, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; the participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions. Members of the society may be citizens and legal entities. State bodies and local self-government bodies are not entitled to act as participants in companies, unless otherwise established by federal law. The number of members of the society should not be more than fifty. Otherwise, the company must be transformed into an open joint-stock company or a production cooperative. Members of the company may have additional rights and bear additional responsibilities established by the charter of the company. The participants in the company, whose shares in the aggregate amount to at least ten percent of the authorized capital of the company, have the right to demand in court the exclusion from the company of a participant who grossly violates his obligations or by his actions (inaction) makes the activities of the company impossible or significantly complicates it. The Company operates on the basis memorandum of association and statute. In case of inconsistency between the provisions of the memorandum of association and the provisions of the articles of association, the provisions of the articles of association shall prevail for third parties and members of the company. The size of the authorized capital of the company must be at least one hundred times minimum size wages. The charter of a company may limit the maximum size of the share of a company's participant and the possibility of changing the ratio of the shares of the company's participants. Such restrictions cannot be established in relation to individual members of the company, they must be contained in the company's charter and adopted unanimously at the general meeting of the company's members. This Federal Law shall enter into force on March 1, 1998. Constituent documents of limited liability companies (partnerships) established prior to the entry into force of this law shall be brought into conformity with the law no later than January 1, 1999. Limited liability companies (partnerships), the number of participants of which at the time of entry into force of this law exceeds fifty, must be transformed into joint-stock companies or production cooperatives before July 1, 1998, or reduce the number of participants to the limit established by this law. When transforming such limited liability companies (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". Moreover, the provisions of this law on the right of the company's creditors to early termination or performance of the corresponding obligations of the company and compensation for their losses do not apply to such a reorganization in a CJSC.

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 no later than ten days before it is held. referred to in paragraph 1 of this article.

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

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

The specified information and materials 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.

Judicial practice under article 36 of the Federal Law of February 8, 1998 No. 14-FZ

Decision dated October 28, 2019 in case No. А78-9423/2019

On refusal to hold it, an extraordinary general meeting of the company's participants may be convened by bodies or persons requiring it to be held. By virtue of paragraphs 1, 2 of Article 36 of Federal Law No. 14-FZ, the body or persons convening a general meeting of participants in a company are obliged to notify each participant of this no later than thirty days before it is held ...

Decision dated October 21, 2019 in case No. А78-5822/2019

Arbitration Court of the Trans-Baikal Territory (AC of the Trans-Baikal Territory)

The essence of the dispute: Corporate dispute - Appeal against decisions of management bodies

The company does not correspond to reality, since a notification was sent to the plaintiff, as well as all other participants in the company, in preparation for the general meeting of participants in the company, established by Article 36 of the Federal Law of 08.02.1998 No. 14-ФЗ “On Limited Liability Companies” on holding an extraordinary general meeting of the company's participants with the attachment of materials for ...

Decision dated October 17, 2019 in case No. А41-36969/2019

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

Recognition as invalid of the decisions of the extraordinary meeting of participants of RIK LLC, drawn up by protocol No. 19/02-19 dated February 19, 2019. The claim was filed under Art. Art. 14, 35, 36, 40, 43 of the Federal Law of February 8, 1998 No. 14-FZ "On Limited Liability Companies" (hereinafter - Federal Law of February 8, 1998 No. 14-FZ), Art. Art. 181....

Decision dated October 17, 2019 in case No. А78-1374/2019

Arbitration Court of the Trans-Baikal Territory (AC of the Trans-Baikal Territory)

Discussing agenda items and voting when making decisions (Article 32 of the Federal Law "On Limited Liability Companies"). The procedure for convening a general meeting of participants is provided for in Art. 36 of the Federal Law "On Limited Liability Companies". Evidence of Compliance statutory order materials do not contain. The defendant's reference to the lack of registration of the contested protocol has no legal significance. ...

Decision dated October 16, 2019 in case No. А78-15849/2018

Arbitration Court of the Trans-Baikal Territory (AC of the Trans-Baikal Territory)

As well as the participants of the company, having in aggregate not less than one tenth of the total number of votes of the participants in the company. According to paragraphs 1, 2 and 4 of Article 36 of Law No. 14-FZ, the body or persons convening a general meeting of participants in a company are obliged to notify each participant of the company no later than thirty days before it is held ...

Decision dated October 9, 2019 in case No. А40-44464/2019

Arbitration Court of the City of Moscow (AC of the City of Moscow)

2013 in terms of the decision taken by the participants of LLC "Transivestresurs" on the appointment to the position CEO Rogachev Roman Mikhailovich. The requirements are stated with reference to Art. 8, 35, 36, 43 of the Federal Law of February 8, 1998 No. 14-FZ "On Limited Liability Companies". Third parties (1,2) did not appear at the court session, they were duly notified about ...

Decision dated October 2, 2019 in case No. А07-24637/2018

Arbitration Court of the Republic of Bashkortostan (AC of the Republic of Bashkortostan)

Auditor) of the company, the auditor, as well as the participants in the company, who in the aggregate have at least one tenth of the total number of votes of the participants in the company. In accordance with Art. 36 of the Federal Law "On Limited Liability Companies", the body or persons convening a general meeting of participants in a company are obliged to notify about ...


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The Federal Law on Limited Liability Companies, adopted in accordance with the Civil Code of the Russian Federation, defines a limited liability company as a business company established by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents; the participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions.

Members of the society may be citizens and legal entities. State bodies and bodies of local self-government are not entitled to act as participants in companies, unless otherwise established by federal law. The number of members of the society should not be more than fifty. Otherwise, the company must be transformed into an open joint-stock company or a production cooperative.

Members of the company may have additional rights and bear additional obligations established by the charter of the company. The participants in the company, whose shares in the aggregate amount to at least ten percent of the authorized capital of the company, have the right to demand in court the exclusion from the company of a participant who grossly violates his obligations or by his actions (inaction) makes the activities of the company impossible or significantly complicates it.

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

This Federal Law on LLC shall enter into force on March 1, 1998. Constituent documents of limited liability companies (partnerships) established prior to the entry into force of this law shall be brought into conformity with the law no later than January 1, 1999. Limited liability companies (partnerships), the number of participants of which at the time of entry into force of this law exceeds fifty, must be transformed into joint-stock companies or production cooperatives before July 1, 1998, or reduce the number of participants to the limit established by this law. When transforming such limited liability companies (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". Moreover, the provisions of this law on the right of the company's creditors to early termination or performance of the corresponding obligations of the company and compensation for their losses do not apply to such a reorganization in a CJSC.


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