The charter of JSC - XIV. big deals

A legal entity is considered established from the moment of its state registration, from the moment of making an entry about this organization in the Unified State Register legal entities(Unified State Register of Legal Entities).

by the most important document which is being prepared for the registration of a legal entity is charter.

The charter is the founding document of a legal entity, which determines the procedure and conditions for the functioning of the organization and in without fail contains information regarding the legal form of the company, its name, location, authorized capital, management and control bodies, the procedure for the distribution of profits, reorganization and liquidation of the company.

The most common form of business is LLC.

After changes in civil law (FZ-312, December 30, 2008), information about the founders was excluded from the charter of an LLC (a new document "List of LLC participants" was introduced), the memorandum of association was abolished, etc.

For information, we present sample articles of association for one founder.

Approved:

Decision

sole founder

(decision of the general meeting

founding protocol)

details of the decision/protocol

Members of the company who have not paid their shares in full shall be jointly and severally liable for the obligations of the Company within the value of the unpaid part of their shares in authorized capital Society.

1.3. The company owns separate property recorded on its independent balance sheet, can acquire and exercise property and personal non-property rights on its own behalf, perform duties, be a plaintiff and defendant in court.

Society may have civil rights and perform civil duties necessary for the implementation of any types of activities not prohibited by federal laws, if this does not contradict the subject and goals of the activity.

1.4. The company has a full and abbreviated corporate name in Russian. The company is also entitled to have a full and (or) abbreviated company name in the languages ​​of the peoples Russian Federation and/or foreign languages.

Full corporate name of the company: Limited Liability Company "______________".

Abbreviated corporate name of the company: OOO "______________" .

1.5. Location of the Company: _____________________________________________________________.

1.6. The authorized capital of the company is made up of the nominal value of the shares of its participants and amounts to _________ rubles.

1.7. The actual value of the share of a member of the company corresponds to the part of the value of the net assets of the company, proportional to the size of its share.

1.8. The sole executive body of the Company has a name.

1.9. The Company may create branches and open representative offices.

Article 2. Goals and activities of the company.

2.1. The main purpose of the company's activities is to make a profit.

2.2. The main activities of the company are:

Other activities not prohibited by law.

2.3. When performing work related to classified materials, the Company is obliged by its status to comply with the requirements of the Law of the Russian Federation "On State Secrets" of September 21, 1993 and other regulations on the protection of state secrets.

2.4. Certain types activities, the list of which is determined by federal law, the company may be engaged only on the basis of a special permit (license). If the conditions for granting a special permit (license) for the implementation a certain kind activities, there is a requirement to carry out such activities as exclusive, the company, during the period of validity of the special permit (license), is entitled to carry out only the types of activities provided for by the special permit (license), and related activities.

Article 3. Responsibility of the company

3.1. The Company shall be liable for its obligations with all its property.

3.2. The Company is not liable for the obligations of its members.

3.3. In case of insolvency (bankruptcy) of the company due to the fault of its participants or through the fault of other persons who have the right to give instructions binding on the company or otherwise have the opportunity to determine its actions, the said participants or other persons may be held subsidiary liable if the company's property is insufficient. for his obligations.

3.4. Russian Federation, subjects of the Russian Federation and municipalities are not liable for the obligations of the company, just as the company is not liable for the obligations of the Russian Federation, constituent entities of the Russian Federation and municipalities.

3.5. The Company provides its employees with safe working conditions and is responsible for the damage caused to their life and health in accordance with the legislation of the Russian Federation.

Article 4

4.1. The company is considered to be established as a legal entity from the moment of its state registration in the manner prescribed by law. The company is created without limitation of the period of activity.

4.2. The Company has the right to open bank accounts in the Russian Federation and abroad in accordance with the established procedure.

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

The Company has the right to have stamps and letterheads with its company name, its own emblem, as well as a trademark registered in the prescribed manner and other means of individualization.

Article 5. Branches and representative offices of the company

5.1. The company may create branches and open representative offices by decision of the general meeting of the company's participants, adopted by a majority of at least two-thirds of the total number of votes of the company's participants.

The creation by the company of branches and the opening of representative offices on the territory of the Russian Federation are carried out in compliance with the requirements federal law and other federal laws, and outside the territory of the Russian Federation also in accordance with the legislation of the foreign state in whose territory branches are established or representative offices are opened, unless otherwise provided by international treaties of the Russian Federation.

5.2. The branch of the society is separate subdivision located outside the location of the company and performing all of its functions or part of them, including the functions of a representative office.

5.3. The representative office of the company is its separate subdivision, located outside the location of the company, representing the interests of the company and protecting them.

5.4. The branch and representative office of the company are not legal entities and act on the basis of the regulations approved by the company. A branch and a representative office shall be endowed with property by the company.

The heads of branches and representative offices of the company are appointed by the company and act on the basis of its power of attorney.

Branches and representative offices of the company carry out their activities on behalf of the company. The company is responsible for the activities of the branch and representative office of the company.

Article 6. Subsidiaries and dependent companies

6.1. The company may have subsidiaries and affiliates business companies with the rights of a legal entity established on the territory of the Russian Federation in accordance with the Federal Law and other federal laws, and outside the territory of the Russian Federation also in accordance with the legislation of the foreign state in whose territory a subsidiary or dependent business company is established.

Article 7. Participants of the company, their rights and obligations

7.1. Members of the society may be citizens and legal entities. Federal law may prohibit or restrict participation certain categories citizens in societies.

7.2. Members of the Society have the right:

7.2.1. Participate in the management of the Company's affairs in the manner prescribed by this Charter and the current legislation of the Russian Federation.

7.2.2. Receive information about the activities of the Company and get acquainted with its accounting books and other documentation.

7.2.3. Participate in the distribution of profits.

If individual members of the company refuse to use priority right purchase of a share or part of a share in the authorized capital of the company or the use by them of the pre-emptive right to purchase not the entire share offered for sale or not the entire part of the share offered for sale, other members of the company may exercise the pre-emptive right to purchase a share or part of the share in the authorized capital of the company in the relevant part in proportion to the size of their shares within the remainder of the period of exercising their pre-emptive right to purchase a share or part of a share.

34.6. A person is recognized as affiliated in accordance with the requirements of the legislation of the Russian Federation.

Affiliated persons of the company are obliged to notify writing company about their shares or parts of shares not later than within ten days from the date of acquisition of a share or part of a share, which, taking into account the shares in the authorized capital of the company belonging to the specified persons, provide the right to dispose of more than twenty percent of the votes of the total number of votes of the participants in this company. If, as a result of failure to provide due to the fault of an affiliate specified information or untimely provision of it to the company caused property damage, the affiliated person shall be liable to the company in the amount of the damage caused.

Article 35. Major transactions

35.1. In order for the company to make a major transaction, the consent of the general meeting of participants is required.

35.2. A major transaction is a transaction (including a loan, credit, pledge, guarantee), 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 25 (twenty five) or more 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 the decision to make such transactions.

35.3. Major transactions do not include transactions made in the ordinary course of business.

35.4. The decision to approve a major transaction must indicate the persons who are parties, beneficiaries in the transaction, the price, the subject of the transaction and its other essential conditions. The decision may not indicate the persons who are parties, beneficiaries in the transaction, if the transaction is subject to conclusion at the auction, as well as in other cases, if the parties, beneficiaries cannot be determined by the time the major transaction is approved.

Article 36

36.1. To check and validate annual reports and balance sheets of the company, 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, the sole executive body or the company's participants.

36.2. 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.

36.3. 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 Russian Federation.

Article 37

37.1. The Company is not obliged to publish reports on its activities, except as otherwise provided by federal laws.

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

Article 38. Storage of company documents and provision of information by the company

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

An agreement on the establishment of a company, except for the case of the establishment of a company by one person, a decision on the establishment of a company, the charter of the company, as well as amendments made to the charter 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;

document confirming state registration society;

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;

lists of affiliated persons of the company;

conclusions audit commission, auditor, state and municipal financial control bodies;

other documents stipulated by federal laws and other legal acts of the Russian Federation. The Company keeps the documents provided for in clause 38.1. of this article, at the location of its sole executive body or in another place known and available to participants society.

38.2. The Society organizes the work of the military registration table and is responsible for violation of the rules of military registration in accordance with the current legislation of the Russian Federation.

The company is responsible for the safety of documents on the personnel of employees and is obliged to transfer them to the archive for state storage in the prescribed manner upon termination of the company's activities.

38.3. The Company ensures the procedure for storing documents provided for by the current legislation of the Russian Federation.

The company is obliged to provide the participants of the company with access to the judicial acts it has on a dispute related to the creation of a company, its management or participation in it, including rulings on the initiation of proceedings by an arbitration court on the case and the acceptance of a statement of claim or statement, on changing the basis or subject previously filed claim. The company, at the request of a member of the company, is obliged to provide him with access to the documents provided for in paragraphs 1 and 3 of Article 50 of the Federal Law "On Limited Liability Companies". Within three days from the date of presentation of the relevant request by the participant of the company, these documents must be provided by the company for review in the premises of the executive body of the company. The company, at the request of a member of the company, is obliged to provide him with copies of these documents. The fee charged by the company for the provision of such copies may not exceed the cost of making them.

Chapter IV. REORGANIZATION AND LIQUIDATION OF THE COMPANY

Article 39. Reorganization of a company

39.1. The Company may be voluntarily reorganized in the manner prescribed by the 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.

39.2. The reorganization of a company can be carried out in the form of merger, accession, division, separation and transformation.

39.3. 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.

39.4. The reorganized company, after making an entry in the unified state register of legal entities about the beginning of the reorganization procedure, twice with a frequency of once a month, places in funds mass media, which publish data on state registration of legal entities, a message on its reorganization. If two or more companies are involved in the reorganization, a notice of reorganization is published on behalf of all companies participating in the reorganization by the company that was the last to make a decision on reorganization or by a certain merger agreement or accession agreement. At the same time, the creditors of the company, not later than within thirty days from the date of the last publication of the notice on the reorganization of the company, have the right to demand in writing the early performance of the corresponding obligation by the debtor, and if it is impossible to perform such an obligation ahead of schedule, its termination and compensation for the related losses.

Article 40. Liquidation of a company

40.1. The Company may be liquidated voluntarily in accordance with the procedure established by the Civil Code of the Russian Federation, taking into account the requirements of the Federal Law. 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.

40.2. The decision of the general meeting of participants of the company on voluntary liquidation company and the appointment of a liquidation commission is accepted at the suggestion of the sole executive body or a member of the company.

The general meeting of participants in the company decides on the liquidation of the company and the appointment, in agreement with the body that carries out state registration of legal entities, the liquidation commission.

40.3. 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.

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

Article 41

41.1. The property of the company remaining after the completion of settlements with creditors is 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.

41.2. 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.

The General Director has the right to make transactions on behalf of the organization without any additional approvals from its owners. But if we are talking about the so-called major deal, he must first obtain permission (consent) from the business owners to conclude it. Otherwise, such a transaction, made without proper approval by the owners, may subsequently be declared invalid. How to properly execute a large deal and prevent possible mistakes?

On the intention to conclude a transaction on behalf of the organization that meets the criteria for a major one, it is necessary to inform the owners of this legal entity and obtain their approval of such a transaction. Business owners, that is general meeting participants (shareholders) business entity, and in some cases board of directors (supervisory board), must discuss and approve the very possibility of concluding a major transaction and its main conditions: the parties, the subject, the price of the transaction and other essential conditions. It is not their responsibility to agree on other terms of a major transaction. If more than one transaction is subsequently entered into, certainty must be achieved as to which transaction was approved.

The procedure for classifying transactions as major transactions and the procedure for approving major transactions differ depending on the legal form.

Big deal concept

A major transaction is one or more 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 25% or more of the total value of the property of this company. The value of the property is determined on the basis of data financial statements companies for the last reporting period preceding the day of the decision on the transaction. This definition of a major transaction is guided by. The basis is paragraph 1 of Art. 46 of the Federal Law of February 8, 1998 N 14-FZ "On Limited Liability Companies" (hereinafter - Law N 14-FZ).

Similar but not analogous concept established For in paragraph 1 of Art. 78 of the Federal Law of December 26, 1995 N 208-FZ "On joint-stock companies ah" (hereinafter - Law N 208-FZ).

Despite the fact that significant changes were made to the norms of the legislation on limited liability companies (Articles 87-94 of the Civil Code of the Russian Federation and Law No. 14-FZ) from July 1, 2009 ( It's about on amendments introduced by Federal Law No. 312-FZ of December 30, 2008) and in terms of large transactions they are in many respects close to the norms applicable to joint-stock companies, some fundamental differences between the two specified definitions still remain (Table 1 on p. .60 - 61).

Table 1. Features of the conclusion of major transactions by limited liability companies and joint-stock companies

Note. Transactions of joint-stock companies related to the placement by subscription or sale of ordinary shares of the company, and transactions related to the placement of equity securities convertible into ordinary shares of the company, are not large, regardless of their price (clause 1, article 78 of Law N 208-FZ ).

Transactions that can be considered major

Some types of transactions that can be recognized as large and require approval by the owners of a business entity are listed directly in paragraph 1 of Art. 46 of Law N 14-FZ and paragraph 1 of Art. 78 of Law N 208-FZ. Among them, in particular, are transactions under loan, credit, pledge and surety agreements. However, the list is not exhaustive. This is indicated in paragraph 30 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation of November 18, 2003 N 19 (hereinafter - Resolution N 19). Separate types of transactions that, with the corresponding amount of the transaction, can be recognized as large, are given in paragraph 30 of Resolution N 19 and paragraphs 1, 4, 6 and 7 information letter Presidium of the Supreme Arbitration Court of the Russian Federation dated March 13, 2001 N 62 (hereinafter - Information Letter N 62).

Note! Ordinary business transactions are not considered major

Transactions entered into by a limited liability company or a joint-stock company in the course of normal business activities cannot be recognized as major transactions, regardless of the value of property acquired or alienated under such transactions. This is established in paragraph 1 of Art. 46 of Law N 14-FZ and paragraph 1 of Art. 78 of Law N 208-FZ. What is meant by these transactions? The answer to this question is not contained in either Law N 14-FZ or Law N 208-FZ. The Plenum of the Supreme Arbitration Court of the Russian Federation in paragraph 30 of Resolution No. 19 explained that transactions in the ordinary course of business may, in particular, include transactions:

On the acquisition by the company of raw materials and materials necessary for the implementation of production and economic activities;

Implementations finished products;

Obtaining loans to pay for current operations (for example, obtaining trading company a loan aimed at purchasing wholesale consignments of goods intended for their subsequent sale through a retail network).

The Presidium of the Supreme Arbitration Court of the Russian Federation also confirmed that the transaction under the loan agreement concluded by the company in the course of its ordinary business activities is not large, regardless of the amount of the loan received. This is indicated in paragraph 5 of the Information Letter N 62.

Based on the above explanations, we conclude that the rules for approval of major transactions also apply to transactions:

Purchase and sale (including real estate, securities, enterprises as a property complex);

donations;

Assignments of the right to claim;

Debt transfer;

Making a contribution to the authorized capital of another economic company as payment for shares (shares) in it;

Credit;

Guarantees;

Pledge of property;

Other types of transactions aimed directly or indirectly at the acquisition or alienation of the property of the organization or providing for the possibility of foreclosure on its property with the subsequent alienation of this property.

The obligation to coordinate with the business owners any of these agreements arises only if, as a result of the conclusion of such an agreement, the organization has the opportunity to acquire or alienate property, the value of which is at least 25% of the total value of the property (assets) of the company. An exception to this rule are transactions entered into by an entity in the ordinary course of business. Such transactions, regardless of the amount, can be concluded without the consent of the business owners (clause 1, article 46 of the Law N 14-FZ and clause 1, article 78 of the Law N 208-FZ).

Similarities and differences in definitions

So, starting from July 1, 2009, both in limited liability companies and joint-stock companies, a transaction or several interconnected transactions made with property, the value of which is 25% or more of the total value of the company's property, is recognized as a major transaction. Recall that before the specified date, the transaction of a limited liability company with property, the value of which was equal to 25%, was not considered large and, therefore, was not subject to prior approval by the owners.

Note. Several transactions that are entered into between the same persons within a short period on identical terms, have the same nature of the obligations of the parties and entail the same consequences for the organization, are considered interconnected transactions. If the total value of property acquired or alienated under such transactions is 25% or more, these transactions must be approved by the owners of the organization.

As before, the charter of a limited liability company may provide for a higher amount of the amount of a transaction recognized as a large one (clause 1, article 46 of Law N 14-FZ). For example, the charter of a company may state that a transaction is considered a major one and therefore, before it is concluded, it must be approved by the company's participants if it is associated with the acquisition or alienation of property worth more than 30% of the total value of the company's property.

Moreover, a limited liability company has the right not to coordinate with its owners plans for concluding major transactions at all, if its charter provides that such transactions do not require a decision of the general meeting of participants or the board of directors (supervisory board) of the company. The basis is paragraph 6 of Art. 46 of Law N 14-FZ. This is not allowed in joint-stock companies, just as it is not allowed by the charter of a joint-stock company to increase the maximum amount of a transaction classified as large.

The charter of a limited liability company or joint-stock company may provide for other types of transactions that are subject to the established procedure for approving major transactions (clause 7, article 46 of Law No. 14-FZ and clause 1, article 78 of Law No. 208-FZ). So, in the charter of the company, it can be indicated that any transactions on the alienation and pledging of real estate, regardless of value, must be coordinated with the participants (shareholders) or with the board of directors (supervisory board) of the company.

Note. A loan agreement may be recognized as a major transaction if the amount of the loan granted under it and the stipulated interest for using the loan (excluding interest for late repayment of the loan) is 25% or more of the book value of the property (assets) of the company.

With what to compare the cost of the transaction, or Base for comparison

Another difference is the metric used for comparison. Limited Liability Company compares the value of the property that is the subject of the transaction with the value of the entire property of the company, determined according to the financial statements for the last reporting period preceding the day the decision was made to complete the transaction (clause 1, article 46 of Law N 14-FZ).

A joint-stock company must compare the value of property acquired or alienated under a transaction with the book value of all the company's assets as of the last reporting date (clause 1, article 78 of Law N 208-FZ). The total value of the property of a limited liability company and the total value of the assets of a joint-stock company are determined based on accounting data for the last reporting period preceding the day the decision to conclude the transaction was made.

Note. When deciding on the issue of classifying a transaction as a large value of the property that is the subject of the transaction, it should be compared with the book value of the property (assets) of the company, and not with the size of its authorized capital.

Obviously, the book value of all the assets of an organization is a broader concept than the value of its property. After all, in addition to the property itself (fixed assets, raw materials, materials, finished products, Money etc.), the company's assets also include accounts receivable, work in progress costs, deferred expenses and other indicators.

The Presidium of the Supreme Arbitration Court of the Russian Federation in paragraph 3 of Information Letter No. 62 confirmed that joint-stock companies compare the value of property acquired or alienated under a major transaction with the total amount of the company's assets according to the last approved balance without reducing it by the amount of debts (unfulfilled obligations). That is, as a basis for comparison, joint-stock companies use the balance sheet currency (the sum of all current and non-current assets) as of the last reporting date preceding the day the major transaction was approved.

Please note: when classifying transactions as large, the book value of the assets of a joint-stock company should not be identified with the value of its net assets (Letter of the Federal Securities Commission of Russia dated 10/16/2001 N IK-07/7003). After all, the value of net assets is an independent indicator that is used, for example, when deciding whether to pay dividends on shares or when distributing the profits of a limited liability company among its participants. The amount of net assets does not affect the order of approval of major transactions.

Note. The value of the net assets of a business company is understood as the balance sheet value of its property (all its assets), reduced by the amount of obligations of this company.

What to compare, or the Object of comparison

In contrast to the basis for comparison, the object of comparison itself (that is, the value of property acquired or alienated on the basis of a transaction) and limited liability companies and joint-stock companies are determined according to uniform rules. These rules differ only depending on the type of transaction being made (clause 2, article 46 of Law N 14-FZ and paragraph 2, clause 1 of article 78 of Law N 208-FZ).

If the transaction is aimed at acquiring property, then when classifying it as a large one with the total value of the property (assets) of the company, it is necessary to compare the purchase price (offer price) of the property specified in the contract. This price does not include additional charges (fines, penalties, forfeits), claims for the payment of which may be presented in connection with non-fulfillment or improper fulfillment by the parties of their obligations (Such explanations are given in paragraph 31 of Resolution No. 19).

Example 1 . Promtorg LLC, the main activity of which is wholesale food products, decided to acquire another storage facility. In October 2010, such a room was found. Individual entrepreneur, to whom it belongs by right of ownership, is ready to sell it for 9,100,000 rubles. The main indicators of the asset of the balance sheet of Promtorg LLC as of September 30, 2010 are given in Table. 2. Deferred expenses and costs in work in progress (included in the total amount of stocks in line 210 of the balance sheet) amounted to 100,000 rubles as of the indicated date.

(thousand roubles.)

When calculating the total value of the property as of the last reporting date preceding the day the transaction was approved (as of September 30, 2010), Promtorg LLC does not take into account the amount of receivables, deferred expenses and costs in work in progress. Thus, the total value of the property of the organization, determined according to the balance sheet, is 28,000,000 rubles. (36,400,000 rubles - 300,000 rubles - 8,000,000 rubles - 100,000 rubles).

The cost of the acquired premises is RUB 9,100,000, which is 32.5% (RUB 9,100,000 : RUB 28,000,000 x 100) of the value of the entire property of the company. Since the value of the purchased property exceeds 25% of the total value of the property of Promtorg LLC, this transaction is a major one for the company and must be approved by the owners before it is completed.

Example 2 . Let's use the condition of example 1. Let's assume that the organizational-legal form of the Promtorg company is not a limited liability company (LLC), but a closed joint-stock company (CJSC). To resolve the issue of recognizing a transaction as a large joint-stock company, the transaction price is compared with the value of all current and non-current assets (with the balance sheet currency) as of the last reporting date preceding the day the transaction is approved. The cost of the premises that CJSC Promtorg plans to acquire is exactly 25% (9,100,000 rubles : 36,400,000 rubles x 100) of the value of all assets of the organization. This means that the transaction for the purchase of this premises is recognized as a major one, which means that it is subject to prior approval by the owners of the organization.

Note. To determine whether several interconnected transactions are a single major transaction, it is necessary to sum up the value of the property acquired (alienated) under all interconnected agreements and compare the resulting figure with the total value of the property (assets) of the organization.

Suppose the subject of the transaction is the alienation or the possibility of alienation of property belonging to the company. In this case, the value of the alienated property calculated on the basis of accounting data is compared with the total value of the property (all assets) of the company, and not the market value of the property being sold and not the actual value at which the property was sold.

Example 3 . Let's use the condition of example 1. Suppose, in October 2010, Promtorg LLC received a bank loan for the purchase of a consignment of goods. As security under the loan agreement, the organization offered to pledge to the bank a part of the office space owned by it (acquired in 2004). The initial cost of the office space, at which it was accepted for accounting, is 10,700,000 rubles. From the beginning of the operation of the premises to September 2010 inclusive, depreciation in the amount of 2,140,000 rubles was accrued in accounting.

The conclusion of a pledge agreement by an organization creates, directly or indirectly, the possibility of alienating property transferred as pledge. After all, in case of non-fulfillment by the company of the loan agreement, the bank has the right to foreclose on the mortgaged office space with its alienation in the manner prescribed by law (clause 4 of the Information Letter N 62).

To resolve the issue of whether a major transaction for the transfer of office space to the bank as a pledge, Promtorg LLC needs to compare the cost of the premises, calculated on the basis of accounting data, with the total value of the entire property of the company. Since this issue was resolved in October 2010, the organization used the information reflected in the balance sheet as of September 30, 2010.

The residual value of the office space as of September 30, 2010 is RUB 8,560,000. (10,700,000 rubles - 2,140,000 rubles). The total value of the property of the organization on the same date is 28,000,000 rubles. The value of the pledged property amounted to 30.57% (RUB 8,560,000 : RUB 28,000,000 x 100) of the total property value. Consequently, the conclusion of the office premises pledge agreement was a major transaction for Promtorg LLC and was subject to prior approval by the owners of the organization.

Note. In the event that the debtor fails to fulfill an obligation secured by a pledge, the creditor (pledgee) shall have a priority right to receive satisfaction from the value of the pledged property over other creditors of the person who owns the said property (pledger). The basis is paragraph 1 of Art. 334 of the Civil Code of the Russian Federation.

Example 4 . Let's use the condition of example 3. Suppose the Promtorg company is a closed joint stock company (CJSC). Unlike limited liability companies, joint-stock companies, when deciding whether to recognize a transaction as a major one, compare the price of the transaction with the value of all assets. The residual value of the office premises pledged as collateral amounted to 23.52% (8,560,000 rubles : 36,400,000 rubles x 100) of the total value of the organization's assets, i.e. less than 25%. This means that for CJSC "Promtorg" the transaction on pledging the office premises was not a major one and could be concluded without prior approval by the owners of the company.

The procedure for approving a major transaction in a limited liability company

In a limited liability company, a major transaction must be approved by the general meeting of participants in this company. So it is said in paragraph 3 of Art. 46 of Law N 14-FZ. The transaction is considered approved if a simple majority of the total number of votes of the company's participants voted for the decision to approve it (clause 8, article 37 of Law No. 14-FZ).

Reference. Requirements for the execution of a decision on the approval of a major transaction

The decision to approve a major transaction must include the following information (clause 3, article 46 of Law No. 14-FZ and clause 4, article 79 of Law No. 208-FZ):

List of persons who are parties to the transaction;

The list of persons who are beneficiaries under the transaction (that is, persons in whose favor or in whose interests this transaction was concluded);

Price and subject of the transaction;

Other material terms of the transaction.

These requirements apply to both limited liability companies and joint-stock companies. There is a special rule for limited liability companies. If a major transaction of such a company is subject to conclusion at auction or at the time of its approval, the parties (beneficiaries) of the transaction have not yet been determined, the decision on approving the transaction may not indicate the persons who are parties (beneficiaries) of the transaction (clause 3 of article 46 of Law N 14- FZ).

In limited liability companies in which a board of directors (supervisory board) is established, the approval of major transactions may be assigned by the charter of the company to the competence of the board of directors (supervisory board). But such an opportunity is provided only for transactions related to the acquisition or alienation of property, the value of which is from 25 to 50% of the total value of the company's property (clause 4, article 46 of Law N 14-FZ). Transactions aimed at the acquisition or alienation of property, the value of which exceeds 50% of the total value of the company's property, are subject to approval exclusively by the general meeting of the company's participants.

Note. The charter of a limited liability company may provide that the conclusion of major transactions does not require either a decision of the general meeting of the company's participants, or a decision of the board of directors (supervisory board) of the company (clause 6, article 46 of Law N 14-FZ).

Suppose a limited liability company has only one participant and this participant performs the functions of the sole executive body of this company, that is, is its director or CEO. In pp. 1 p. 9 Art. 46 of Law N 14-FZ states that in such a situation, approval is not required to conclude a major transaction. If the sole member of the company is not its director or general director, the written consent of this member to conclude it is sufficient to complete a major transaction (clause 11 of Information Letter No. 62).

The procedure for approving major transactions does not apply to legal relations arising (clauses 2 and 3, clause 9, article 46 of Law N 14-FZ):

When transferring to a company a share or part of a share in its authorized capital in cases provided for by Law N 14-FZ;

Transfer of rights to property in the process of reorganization of the company (including under merger or accession agreements).

The procedure for approving a major transaction in a joint-stock company

In a joint-stock company, a major transaction must be approved by the board of directors (supervisory board) or the general meeting of shareholders of the company (clause 1, article 79 of Law N 208-FZ). If the subject of a major transaction is property, the value of which is from 25 to 50% of the book value of all assets of the company, the decision to approve such a transaction is within the competence of the board of directors (supervisory board) of the company. This is indicated in paragraph 2 of Art. 79 of Law N 208-FZ. This decision must be taken unanimously by all members of the board of directors (supervisory board) of the company. In this case, the votes of retired members of the board of directors (supervisory board) of the company are not taken into account.

Note. Retired, in particular, are members of the board of directors (supervisory board), whose powers were terminated ahead of schedule by the decision of the general meeting of shareholders in accordance with paragraphs. 4 p. 1 art. 48 of Law N 208-FZ.

Please note: a major transaction, the subject of which is property worth from 25 to 50% of the book value of all assets of the company, must be approved unanimously by all members of the board of directors (supervisory board) of the joint-stock company, and not just those present at a specific meeting of the board (clause 2 article 79 of the Law N 208-FZ). Suppose the board of directors (supervisory board) of a joint-stock company did not come to a unanimous decision to approve a major transaction. Then the issue of its approval can be submitted to the general meeting of shareholders of the company. In this case, the decision to approve a major transaction is made by a majority vote of shareholders - owners of voting shares participating in the general meeting of shareholders of the company (clause 2, article 79 of Law N 208-FZ).

Major transactions in which property worth more than 50% of the book value of all assets of the company is acquired or alienated can only be approved by the general meeting of shareholders of the company (clause 3 of article 79 of Law N 208-FZ). Moreover, the decision to approve such a transaction must be made by a 3/4 majority vote of shareholders - owners of voting shares participating in the general meeting of shareholders.

The Presidium of the Supreme Arbitration Court of the Russian Federation in paragraph 10 of Information Letter No. 62 and the Plenum of the Supreme Arbitration Court of the Russian Federation in paragraph 32 of Resolution No. 19 also indicated that such transactions cannot be concluded on the basis of a decision of the board of directors (supervisory board) of a joint-stock company. To make them, in all cases, a decision of the general meeting of shareholders is required, adopted by a majority of 3/4 of the votes of shareholders - owners of voting shares participating in the general meeting of shareholders.

Approval is not required if the joint-stock company has a sole shareholder who owns 100% of the shares of the company and is at the same time its director or general director (clause 7, article 79 of Law N 208-FZ). From the sole shareholder who is not a director or general director of the company, it is enough to obtain his written consent to make a major transaction.

If a major transaction was concluded without the approval of the owners

Major transaction entered into by a limited liability company or a joint stock company in violation of the established approval procedure, may be declared invalid by the court. The company itself or its participant or shareholder may apply to the court with a corresponding claim. This is provided for in paragraph 5 of Art. 46 of Law N 14-FZ and paragraph 6 of Art. 79 of Law N 208-FZ.

Note. Statement of claim on the recognition of a major transaction as invalid cannot be brought to court by third parties.

So, a major deal concluded without the approval of the business owners can be challenged (clause 1, article 166 of the Civil Code of the Russian Federation). The limitation period for a claim to declare a voidable transaction invalid and to apply the consequences of its invalidity is one year (Clause 2, Article 181 of the Civil Code of the Russian Federation). This means that a limited liability company (joint stock company) or its participant (shareholder) has the right to apply to the court to declare a major transaction invalid within one year from the date when the plaintiff learned or should have learned about the circumstances that are the basis for declaring the transaction invalid . Similar explanations are given in paragraph 36 of Resolution No. 19.

Please note: the limitation period established for filing a claim for the recognition of a major transaction as invalid cannot be restored if it is missed (clause 5, article 46 of Law N 14-FZ and clause 6, article 79 of Law N 208-FZ).

Note! In what cases will the court refuse to recognize a major transaction as invalid?

The court has the right to refuse to satisfy the company, its participant or shareholder in the claim for invalidation of a major transaction that was concluded in violation of the established procedure for approving major transactions, if at least one of the circumstances exists (clause 5, article 46 of Law N 14-FZ and paragraph 6 article 79 of Law N 208-FZ):

The voting of a member (shareholder) of the company that filed a claim for the recognition of a major transaction as invalid could not affect the voting results, even if this member (shareholder) took part in the voting on the approval of this transaction (provided that the decision to approve transactions are accepted by the general meeting of participants (shareholders), and not by the board of directors (supervisory board) of the company);

It has not been proven that the completion of this transaction has entailed or may entail the infliction of losses on the company or the participant (shareholder) of the company who filed the relevant claim, or the occurrence of other adverse consequences for them;

By the time the case is considered in court, evidence has been presented of the subsequent approval of this transaction in the manner prescribed by Laws N N 14-FZ or 208-FZ;

During the consideration of the case in court, it was proved that the other party to this transaction did not know and should not have known about its commission in violation of the requirements provided for in Art. 46 of Law N 14-FZ or art. 79 of Law N 208-FZ.

A transaction declared invalid by a court is such from the moment it was made (clause 1, article 167 of the Civil Code of the Russian Federation). This means that the parties to the transaction must be returned to the position in which they were before its conclusion. That is, each of the parties is obliged to return to the other everything received under the transaction, and if it is impossible to return what was received in kind (including if the received is expressed in the use of property, work performed or service provided), reimburse its cost in cash (clause 2 of article 167 of the Civil Code RF). If the property is returned in kind, its condition should be taken into account. In addition, it is necessary to compensate for the deterioration (damage) of the property, taking into account normal depreciation, as well as to compensate for the improvements made to the property.

Note. An invalid transaction does not entail legal consequences, with the exception of those related to its invalidity, and is invalid from the moment of its commission (clause 1, article 167 of the Civil Code of the Russian Federation).

Subsequent approval of a major transaction entered into without owner approval

Civil law does not exclude the possibility of subsequent approval of an already concluded transaction. So, in Art. 183 of the Civil Code of the Russian Federation states that a transaction made by an unauthorized person may subsequently be approved by the person in whose interests it was concluded. In the absence of subsequent approval, the transaction is considered concluded on behalf and in the interests of the person who made it.

The possibility of subsequent approval of a major transaction concluded on behalf of a limited liability company is stated in paragraph 5 of Art. 46 of Law N 14-FZ. The above paragraph states that the court will refuse to satisfy the claim for the recognition of a major transaction as invalid if it was concluded in violation of the procedure for the mandatory approval of a major transaction, but by the time the case was considered in court, it was approved in the manner established by law N 14-FZ. A similar rule regarding joint-stock companies is provided for in paragraph 6 of Art. 79 of Law N 208-FZ.

Recall that the above provisions appeared in Laws N N 14-FZ and 208-FZ from October 21, 2009. Prior to this date, subsequent approval of a major transaction was allowed only in limited liability companies. The fact is that even before October 21, 2009, such a possibility was indicated in paragraph 20 of the joint Decree of the Plenum Supreme Court of the Russian Federation and the Plenum of the Supreme Arbitration Court of the Russian Federation dated 09.12.1999 N 90/14, which provides explanations to the courts on some issues of the application of Law N 14-FZ.

Similar clarifications on the procedure for applying Law N 208-FZ, including those related to the subsequent approval of a major transaction, were contained in clause 14 of the joint Resolution of the Plenum of the Supreme Court of the Russian Federation and the Plenum of the Supreme Arbitration Court of the Russian Federation of 04/02/1997 N 4/8. However, in 2003 this joint Decree became invalid. Instead, Decree N 19 applies, which does not contain a rule on the admissibility of approving a major transaction concluded on behalf of a joint-stock company in violation of the requirements of Law N 208-FZ. Now, the possibility of subsequent approval of such a major transaction is mentioned directly in paragraph 6 of Art. 79 of Law N 208-FZ.

At the same time, the FCSM of Russia recommends that joint-stock companies approve all major transactions even before they are completed. After all, the lack of prior approval of a major transaction makes it voidable, which creates the risk of the transaction being declared invalid and creates instability in the company's relations with counterparties. This is indicated in paragraph 1.2 of Ch. 6 of the Code of Corporate Conduct dated 04/05/2002, the provisions of which the FCBC of Russia recommends that all joint-stock companies established in the Russian Federation be guided by (Order No. 421/r dated 04/04/2002).

Note. If there are doubts whether this or that transaction is major, it is recommended to make such a transaction only after its approval by the owners in the manner prescribed by Laws N 14-FZ or N 208-FZ.

Surprisingly, there is no such thing as a “memorandum of association” for a limited liability company as of July 1, 2009. However, there is the concept of "an agreement on the establishment of a company." We will tell you what is the difference between these wordings, and also how the charter differs from the memorandum of association.

Previously, a written agreement between the founders of the company was formulated as a constituent agreement of a legal entity and was a mandatory document of an LLC along with the charter.

Now, Article 11 of the Federal Law of February 8, 1998 No. 14-FZ " About limited liability companies» it is determined that the agreement on the establishment of the company is no longer the constituent document of the company. But despite this, the founders of the LLC are required to conclude it in writing (clause 5 of article 11 of the Federal Law No. 14) and store it (clause 1 of article 50 of the Federal Law No. 14-FZ).

Memorandum and Articles of Association of LLC

These documents have completely different status and purpose, however, they are often compared. For ease of comparison, we will make it in the form of a table.

Memorandum of Association of LLC, sample

So, what information should contain the correct memorandum of association, a sample of which we will give below?

1. Information about the founders of the company, which is indicated in the preamble. At the same time, speaking of individuals ah, it is recommended to indicate, in addition to the last name, first name and patronymic, information about citizenship, passport data, date of birth and place of registration on the territory of the Russian Federation. About legal entities - company name, PSRN and TIN for a Russian legal entity, registration information for a foreign legal entity, location. In other words, information must be provided to accurately identify the parties to the agreement. It is obligatory to indicate the representatives of the founders and the grounds for their powers (charter, power of attorney).
2. Full or abbreviated corporate name of the organization being created. The legislator does not require mandatory mention of the name in the agreement, however, in the future - at the stage of preparing the Charter - such information will be strictly mandatory. In the agreement considered in the article, it will help to specify the subject of the agreement.
3. Location of the new company (actual or planned).
4. The amount of the authorized capital, which is determined in rubles and cannot be less than 10,000 rubles.
5. The size and nominal value of the share of each of the founders. A share is always a percentage or a fraction (the ratio of the value of the share of each founder to the authorized capital of the company as a whole). The nominal value is the amount in rubles.
6. The procedure and terms of payment of shares in the authorized capital. Payment for shares can be made in money, securities, other things, property or other rights having a monetary value. Monetary valuation of a non-monetary contribution to the authorized capital is carried out by an independent appraiser.
7. Information on the implementation procedure by the founders of the company joint activities on the establishment of a society (for example, on holding meetings, elections, etc.).
8. Other information, the need to include which the founders agree (for example, on fines for non-payment of a share, the procedure for resolving disagreements).
9. Signatures of the parties or their representatives, as well as seals (if any) - are affixed, as a rule, at the end of the agreement, in a separate section.

Thus, the agreement of the founders on the creation of an LLC is recorded in the document on the establishment, and nothing more.

How to work with a document

As already mentioned, the described agreement - along with the minutes of the decision to establish an LLC - confirms the intention of the founders to create an LLC; discussed and adopted at the general meeting. Both individuals and legal entities can act as founders.

The document must be printed in the required number of copies (according to the number of founders), signed and distributed for storage to all participants. It does not require notarization.

This agreement is not amended regarding, for example, an increase in the authorized capital, etc. However, it will have to be adjusted if the share is alienated (sale, donation, inheritance) by the founder to a third party. In this case, he will confirm the legality of the acquisition of the share by the founder. Changes must be made and recorded in writing.

The agreement may be terminated by decision of the founders.

To demonstrate the above in the form of a document, here is a sample agreement on the establishment of an LLC between an individual and a legal entity.

Below is a sample LLC charter in general form, this option is suitable for those who have already dealt with the drafting of charters for legal entities and are looking for a basic version. If you are just registering a company and you need an individual charter with all the changes and amendments of 2019, we recommend that you create it in our service:

If one founder:
APPROVED
decision No. 1 of the sole founder

from xx____________ 202x

If there are several founders:
APPROVED
decision of the general meeting of participants
Limited liability companies "_____________________"
Minutes No. 1 dated xx____________ 202x

U S T A V
Limited liability companies
«_____________________»

Moscow city
2019

1. NAME, LOCATION AND TERM OF ACTIVITY OF THE COMPANY

1.1. This Charter determines the procedure for organizing and operating commercial organization- Limited Liability Company "_____________________", hereinafter referred to as the "Company", established in accordance with the current legislation of the Russian Federation, including Federal Law No. 14-FZ of February 8, 1998 "On Limited Liability Companies" (hereinafter - " Law").
1.2. Names of the Society:

The full corporate name of the Company in Russian is Limited Liability Company "_____________________".

The abbreviated name of the Company in Russian is “________________” LLC.
1.3. The location of the Company is determined by the place of its state registration. The company is registered at the address: index, g._____________________, st. __________, d. ____, office. _______.

1.4. The Company is a non-public commercial corporate organization.

1.5. The Company was established without limiting the period of its activity.

2. MEMBERS OF THE COMPANY

2.1. Member of the Company - a person owning a share in its authorized capital.
2.2. Members of the Company may be any individuals and legal entities that, in accordance with the procedure established by the legislation of the Russian Federation and these Articles of Association, have acquired a share in the authorized capital of the Company, with the exception of those persons for whom the legislation of the Russian Federation establishes a restriction or prohibition on participation in economic Companies.
2.3. The number of members of the Society should not exceed fifty. If the number of participants exceeds the established limit, the Company is subject to transformation into a joint-stock company within one year.
2.4. The Company shall, in accordance with the requirements of the Law, maintain and store a list of the Company's members indicating information about each member of the Company, the amount of its share in the authorized capital of the Company and its payment, as well as the amount of shares owned by the Company, the dates of their transfer to the Company or acquisition by the Company.

3. OBJECTIVES AND ACTIVITIES OF THE COMPANY

3.1. The purpose of the Company's activities is to achieve maximum economic efficiency and profitability, the most complete and high-quality satisfaction of the needs of individuals and legal entities in the Company's products, works and services.
3.2. The main activities of the Company are:

• type of activity according to OKVED without code;
• etc.

3.3. The Company has the right to carry out any other types of activities not prohibited by the legislation of the Russian Federation.
3.4. Certain types of activities, the list of which is determined by the federal laws of the Russian Federation, may be carried out by the Company only on the basis of a special permit.

4. LEGAL STATUS OF THE COMPANY

4.1. The company is considered to be established as a legal entity from the moment of its state registration.
4.2. The Company owns separate property recorded on its independent balance sheet, can acquire and exercise property and personal non-property rights on its own behalf, incur obligations, be a plaintiff and defendant in court.
The Company may have civil rights and bear civil obligations necessary for the implementation of any types of activities not prohibited by federal laws, if this does not contradict the subject and goals of the Company's activities.
4.3. The Company shall be liable for its obligations with all its property.
4.4. The Company is not liable for the obligations of the state and its bodies, as well as for the obligations of its members. The state and its bodies are not responsible for the obligations of the Company. Members of the Company are not liable for its obligations and bear the risk of losses associated with the activities of the Company, within the value of their shares in the authorized capital of the Company.
Members of the Company who have not fully paid their shares shall be jointly and severally liable for the obligations of the Company to the extent of the value of the paid and unpaid parts of their shares in the authorized capital of the Company.
4.5. The Company can create independently or participate in the establishment of newly created legal entities, including with the participation of foreign legal entities and individuals, as well as create its own branches and open representative offices, both in Russia and abroad.
4.6. Subsidiaries and dependent business companies are legal entities and are not liable for the obligations of the Company, and the Company is not liable for the obligations of such companies, except as otherwise provided by the legislation of the Russian Federation.
4.7. The working language of the Society is Russian. All documents related to the activities of the Company are drawn up in the working language.
4.8. The company has a round seal, stamps and forms with its name. The company may have a trademark, as well as a company logo and other means of individualization.
4.9. Society has an independent balance sheet. The Company has the right to open bank accounts in the territory of the Russian Federation and abroad.

5. BRANCHES AND REPRESENTATIVE OFFICES OF THE COMPANY

5.1. Branches and representative offices of the Company act on behalf of the Company on the basis of their Regulations , are not legal entities, are endowed with property at the expense of the Company's own property.
The Company is liable for obligations related to the activities of branches and representative offices of the Company.
5.2. The decision on the establishment of branches and representative offices and their liquidation, the approval of the Regulations on them, as well as the introduction of appropriate amendments to this Charter, are made by the General Meeting of the Company's Participants in accordance with the legislation of the Russian Federation and the country of establishment of branches and representative offices.
The head of a branch or representative office of the Company is appointed by the Sole Executive Body of the Company and acts on the basis of a power of attorney issued by the Company.
5.3. Information about branches and representative offices of the Company: none.

6. AUTHORIZED CAPITAL OF THE COMPANY

6.1. The authorized capital of the Company determines the minimum amount of the Company's property that guarantees the interests of its creditors, and consists of the nominal value of the shares of the Company's members.
6.2. The authorized capital of the Company is equal to __________ (amount in words) RUB.
6.3. The company may increase or decrease the size of the authorized capital. The change in the size of the authorized capital is carried out by decision of the General Meeting of Participants. The decision to change the size of the authorized capital of the Company shall enter into force after the relevant changes are made to this Charter and their state registration in accordance with the procedure established by law.
6.4. An increase in the authorized capital of the Company is allowed only after its full payment.
An increase in the authorized capital of the Company may be carried out at the expense of the Company's property and (or) at the expense of additional contributions of the Company's members to the authorized capital, and (or) at the expense of contributions to the authorized capital of third parties accepted as members of the Company.
The procedure for increasing the authorized capital is determined by the Law.
6.5. In the event of an increase in the authorized capital, participants may contribute money as payment for shares, securities, other things or property rights, or other rights having a monetary value.
6.6. The Company has the right, and in the cases provided for by the Law, is obliged to reduce its authorized capital.
The authorized capital can be reduced by reducing the nominal value of the shares of all participants in the authorized capital of the Company and (or) redemption of the shares owned by the Company.
The procedure for reducing the authorized capital is determined by the Law.

7. RIGHTS AND OBLIGATIONS OF PARTICIPANTS. TRANSFER OF A SHARE IN THE AUTHORIZED CAPITAL. WITHDRAWAL OF A PARTICIPANT FROM THE COMPANY

7.1. Members of the Society have the right:
- participate in the management of the Company's affairs in the manner prescribed by the Law and these Articles of Association, including attending the General Meeting of the Company's Members, making proposals for the inclusion of additional issues on the agenda of the General Meeting of the Company's Members, participating in the discussion of agenda items and voting upon adoption decisions;
- receive information about the activities of the Company and get acquainted with its accounting books and other documentation in the manner prescribed by this Charter;
- take part in the distribution of profits;
- sell or otherwise alienate their shares or parts of shares in the authorized capital of the Company to one or more members of the Company or to another person in the manner prescribed by the Law and these Articles of Association;
- acquire a share (part of a share) of another member of the Company at the offer price to a third party in proportion to the size of its shares in the manner prescribed by the Law and these Articles of Association (preemptive right to purchase);
- pledge their shares or parts of shares in the authorized capital of the Company to another member of the Company or, with the consent of the General Meeting of Members of the Company, to a third party. The decision of the General Meeting of Members of the Company to give consent to the pledge of a share or part of a share in the authorized capital of the Company owned by a member of the Company shall be made by a majority of votes of all members of the Company. The votes of a member of the Company who intends to pledge his share or part of the share are not taken into account when determining the voting results;
- withdraw from the Company by alienating its shares to the Company or demand the acquisition by the Company of a share in cases provided for by the Law;
- receive, in the event of liquidation of the Company, a part of the property remaining after settlements with creditors, or its value in accordance with the size of their shares in the authorized capital of the Company.
Participants also have other rights provided for by the Law and this Charter.
7.2. In addition to those specified in clause 7.1. of this Charter of rights, a participant (s) of the Company may be granted additional rights by making appropriate additions to this section of the Charter.
Additional rights granted to a certain member of the Company, in the event of the alienation of his share or part of the share to the acquirer, do not transfer to the acquirer.
The Member of the Company, who has been granted additional rights, may refuse to exercise the additional rights belonging to him by sending a written notice to the Company. From the moment the Company receives the said notice, the additional rights of a member of the Company shall cease.
7.3. Members of the Society are obliged:
- pay for shares in the authorized capital of the Company in the manner, in the amount and within the time limits stipulated by the Law and the agreement on the establishment of the Company;
- to make contributions to the property of the Company by decision of the General Meeting of Members of the Company;
- not to disclose information about the activities of the Company, in respect of which there is a requirement to ensure its confidentiality;

Obtain the consent of the other members of the Company for the alienation, other than by selling, of their shares or parts of shares to third parties;

Obtain the consent of the General Meeting of Participants to transfer their shares or parts of shares as a pledge to other members of the Company or third parties;
- timely inform the Company about changes in information about their name or designation, place of residence or location, as well as information about their shares in the authorized capital of the Company. If a member of the Company fails to provide information about a change in information about himself, the Company shall not be liable for the losses caused in connection with this.
Participants also bear other obligations stipulated by the Law.
7.4. In addition to those specified in clause 7.3. of this Charter of obligations, the participant (participants) may be assigned additional obligations by making appropriate additions to this section of the Charter.
Additional obligations assigned to a certain member of the Company, in the event of the alienation of his share or part of the share to the acquirer, do not transfer to the acquirer.
7.5. Members of the Company enjoy the pre-emptive right to purchase a share or part of a share of a member of the Company at the offer price to a third party in proportion to the size of their shares.
If the members of the Company did not use their pre-emptive right to purchase a share or part of the share of a member of the Company, the Company has the pre-emptive right to purchase it at the offer price to a third party.
7.6. A member of the Company who intends to sell his share or part of a share in the authorized capital of the Company to a third party is obliged to notify the other members of the Company and the Company itself in writing about this by sending through the Company at his own expense a notarized offer addressed to these persons and containing an indication of the price and other terms of sale. An offer for the sale of a share or part of a share in the authorized capital of the Company is considered received by all members of the Company at the time of its receipt by the Company. At the same time, it can be accepted by a person who is a member of the Company at the time of acceptance, as well as by the Company in cases provided for by this Charter and the Law. The offer shall be deemed not received if no later than the day of its receipt by the Company, the Company's participants received a notice of its withdrawal. Revocation of an offer for the sale of a share or part of a share after it has been received by the Company is only allowed with the consent of all members of the Company.
Members of the Company have the right to use the pre-emptive right to purchase a share or part of a share in the authorized capital of the Company within 30 (thirty) days from the date of receipt of the offer by the Company.
The decision on the acquisition by the Company of a share or part of a share not acquired by the members of the Company is made by the sole executive body of the Company. The sole executive body of the Company must decide on the acquisition no later than 10 (ten) days from the date of expiration of the thirty-day period from the date of receipt of the offer by the Company.
The pre-emptive right to purchase a share or part of a share in the authorized capital of the Company from the participants and from the Company shall terminate on the day:
- submission of an application for refusal to use this pre-emptive right, drawn up in the form and manner prescribed by the Law;
- expiration of the period of use of this pre-emptive right.
7.7. If within forty days from the date of receipt of the offer by the Company, the members of the Company or the Company do not use the preemptive right to purchase a share or part of a share in the authorized capital of the Company offered for sale, including those resulting from the refusal of individual members of the Company and the Company from the preemptive right to purchase shares or parts of a share in the authorized capital of the Company, the remaining share or part of the share may be sold to a third party at a price that is not lower than the price established in the offer, and on the terms that were communicated to the Company and its participants.
7.8. Assignment of the pre-emptive right to purchase a share or part of a share in the authorized capital of the Company by the participants or the Company is not allowed.
7.9. The assignment of a share or part of a share in the authorized capital of the Company must be made in the form and procedure established by the Law.
7.10. The Company, in the manner prescribed by the Law, must be notified of the assignment of a share or part of a share in the authorized capital of the Company.
7.11. With the exception of cases specified in paragraph 7 of Art. 23 of the Federal Law “On Limited Liability Companies”, a share or part of a share in the authorized capital of the Company passes to its acquirer from the moment the corresponding changes are made to the unified state register of legal entities. Making an entry in the unified state register of legal entities on the transfer of a share or part of a share in the authorized capital of the Company in cases that do not require notarization of a transaction aimed at alienating a share or part of a share in the authorized capital of the Company is carried out on the basis of title documents.

The acquirer of a share or a part of a share in the authorized capital of the Company shall transfer all the rights and obligations of a member of the Company that arose prior to the transaction aimed at alienating the specified share or part of a share in the authorized capital of the Company, or before the occurrence of another basis for its transfer, with the exception of additional rights granted this member of the Company, and the duties assigned to him.

A member of the Company who has alienated his share or part of a share in the authorized capital of the Company shall be liable to the Company for making a contribution to the property that arose prior to the transaction aimed at alienating the specified share or part of a share in the authorized capital of the Company, jointly with its acquirer.

7.12. When withdrawal of a participant from the Company its share passes to the Company from the date of receipt by the Company of the participant's application for withdrawal from the Company. The Company is obliged within 6 (six) months to pay to the participant who filed an application for withdrawal from the Company, the actual value of his share in the authorized capital of the Company, determined on the basis of the data of the Company's financial statements for the last reporting period preceding the day of filing an application for withdrawal from the Company, or with the consent of this member of the Company, give him in kind property of the same value or, in case of incomplete payment of his share in the authorized capital of the Company, the actual value of the paid part of the share.
Withdrawal of a participant 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 prior to filing an application for withdrawal from the Company.
7.13. In the event of the acquisition of a participant's share (its part) by the Company, it is obliged to sell it to other participants or third parties within a period of not more than one year in the manner prescribed by the Law. During this period, the distribution of profits, as well as the adoption of a decision by the General Meeting, is carried out without taking into account the share acquired by the Company. If during the year the Company has not sold its share, it is obliged to reduce the authorized capital by an amount equal to the nominal value of such a share.

8. DISTRIBUTION OF PROFIT. COMPANY FUNDS

8.1. The company has the right once a year [quarterly, every six months] decide on distribution net profit(its parts) between the members of the Company. Such a decision is made by the General Meeting of Members of the Company.
8.2. The 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.
8.3. In the cases provided for by the Law, the Company is not entitled to make a decision on the distribution of profits among the participants and pay out profits, the decision on the distribution of which has been made.
8.4. By decision of the General Meeting of Participants, the Company may create reserve and other funds at the expense of the Company's net profit. The order of creation, size, purposes for which the funds of such funds can be spent, the procedure for spending the funds of the funds are determined by the decision on their creation.

9. MANAGEMENT BODIES OF THE COMPANY

9.1. The management bodies of the Company are:
- General meeting of participants;
- sole executive body of the Company - General Director [Director, President].

10. GENERAL MEETING OF PARTICIPANTS

10.1. The supreme governing body of the Society is the General Meeting of its members.
10.2. The exclusive competence of the General Meeting of Members of the Company includes:
10.2.1. determination of the main directions of the Company's activity;
10.2.2. decision-making on participation in associations and other associations of commercial organizations;
10.2.3. change of this Articles of Association, including change of the size of the authorized capital of the Company;
10.2.4. election/appointment of the sole executive body of the Company and early termination of its powers;
10.2.5. setting the amount of remuneration and monetary compensation to the sole executive body the Company, members of the collegial executive body of the Company;
10.2.6. approval of annual reports and annual balance sheets;
10.2.7. making a decision on the distribution of net profit, including among the members of the Company;
10.2.8. approval or adoption of documents regulating the organization of the Company's activities (internal documents of the Company);
10.2.9. adoption of a decision on the placement by the Company of bonds and other issue-grade securities, as well as approval of the conditions for their placement;
10.2.10. purchase of bonds and other securities placed by the Company;
10.2.11. appointment of an audit, approval of the auditor and determination of the amount of payment for his services;
10.2.12. adoption of a decision on reorganization or liquidation of the Company;
10.2.13. appointment of a liquidation commission and approval of liquidation balance sheets;
10.2.14. adoption of a decision on the conclusion by the Company of a major transaction related to the acquisition, alienation or the possibility of alienation by the Company directly or indirectly of property, the value of which is at least 25% of the value of the Company's property, determined on the basis of financial statements for the last reporting period;
10.2.15. adoption of a decision on the conclusion by the Company of a transaction in which the members of the Company have an interest;
10.2.16. adoption of a decision on the establishment of branches and opening of representative offices of the Company;
10.2.17. decision-making on granting, terminating and restricting additional rights of the Company's members and on assigning, changing and terminating additional responsibilities members of the Society;
10.2.18. adoption of a decision on limiting and changing the maximum size of the share of a member of the Company and on limiting the possibility of changing the ratio of shares of the members of the Company;
10.2.19. approval of the monetary value of non-monetary contributions to the authorized capital of the Company, made by the members of the Company and third parties accepted into the Company;
10.2.20. adoption of a decision on making contributions to the property of the Company;
10.2.21. approval of the income and expenditure budget for the current activities of the Company;
10.2.22. making a decision on the participation of the Company in the creation of legal entities;
10.2.23. approval of transactions related to the acquisition, alienation and the possibility of alienation of shares, shares in the authorized capital of other legal entities;
10.2.24. making decisions on the use of the rights granted by the shares, stocks, shares in the authorized capital of other legal entities owned by the Company, including, but not limited to:
- determination of a representative for participation in general meetings of participants/shareholders of other companies where the Company is a participant/shareholder, making proposals for the agenda of these general meetings, identification of candidates for the management bodies of such companies;
- decision-making on issues related to the competence of the general meetings of participants/shareholders of companies in which the Company is the sole participant/shareholder;
10.2.25. approval of transactions related to the acquisition, alienation and the possibility of alienation by the Company of real estate, regardless of the amount of the transaction;
10.2.26. approval of transactions for the Company to lease or otherwise use immovable property for a period of more than 1 (one) year, regardless of the amount of the transaction;
10.2.27. approval of transactions for the transfer by the Company for lease or other fixed-term or perpetual use of real estate for a period of more than 1 (one) year, regardless of the amount of the transaction;
10.2.28. approval of transactions related to the acquisition, alienation or the possibility of alienation, receipt for use intellectual property(trademarks, inventions, utility models, industrial designs, know-how) regardless of the amount of the transaction;
10.2.29. approval of transactions related to the issuance of guarantees by the Company, regardless of the amount of the transaction;
10.2.30. making a decision on the Company's making a bill of exchange transaction, including the issuance by the Company of promissory notes and bills of exchange, the production of endorsements, avals, payments on them, regardless of their amount;
10.2.31. making a decision to apply to the court with an application for declaring the Company bankrupt;
10.2.32. resolution of other issues provided for by the Law and this Charter.
10.3. Issues attributed by the Law to the exclusive competence of the General Meeting of Members of the Company cannot be transferred to them for decision by the sole executive body of the Company.
10.4. Other issues may also be referred to the competence of the General Meeting of Participants, subject to the introduction of appropriate amendments to this section of the Articles of Association.
10.5. The general meeting of participants may be regular or extraordinary.
10.6. The next General Meeting of Members is held once a year [twice a year, quarterly]. It should resolve the issues specified in clause 10.2.7. of this Charter, as well as other issues related to the competence of the General Meeting of Participants may be resolved.
The next General Meeting is convened by the sole executive body of the Company.
10.7. The Extraordinary General Meeting of the Company's Members is convened by the Company's sole executive body on its initiative, at the request of the auditor, as well as the Company's Members holding in aggregate at least one tenth of the total number of votes of the Company's Members.
The sole executive body of the Company is obliged, within 5 days from the date of receipt of the request to hold an extraordinary General Meeting of Members of the Company, to consider this requirement and make a decision to hold an extraordinary General Meeting of Members of the Company or, in cases provided for by the Law, to refuse to hold it.
If a decision is made to hold an extraordinary General Meeting of Members of the Company, the said General Meeting must be held no later than 45 days from the date of receipt of the request to hold it.
In the event that a decision on holding an extraordinary General Meeting of Participants is not made within the above period
of the Company or a decision was made to refuse to hold it on grounds not provided for in the Law, an extraordinary General Meeting of the Company's Participants may be convened by bodies or persons requiring it to be held.
10.8. The General Meeting of the Company's Members may be held in the form of joint attendance (meeting) or absentee voting (by poll) in accordance with the Law.
10.9. The General Meeting of Participants is convened in accordance with the requirements of the Law.
10.10. The notice of the General Meeting of the Company's Members shall be sent to the Members by registered mail.
10.11. The following terms are established regarding the convening of the General Meeting of Participants:
10.11.1. the deadline for notifying each member of the Company of the convening of the General Meeting of Members - no later than 15 days before its holding;
10.11.2. the deadline for the Company's members to submit proposals for inclusion in the agenda of the General Meeting of Members of additional issues - no later than 10 days prior to its holding;
10.11.3. the deadline for notifying each member of the Company of changes made to the agenda of the General Meeting of Members - no later than 7 days before it is held.
10.12. Information and materials to be provided to participants in the preparation of the General Meeting of Participants must be available to all participants of the Company and persons participating in the meeting for review at the premises of the sole executive body of the Company within 15 days prior to the General Meeting of Participants of the Company.
10.13. In case of violation of the procedure established by the Law and these Articles of Association for convening the General Meeting of the Company's Members, such General Meeting shall be recognized as competent if all the Company's Members are present.
10.14. The procedure for holding the General Meeting of Participants is determined by the Law and this Charter.
10.15. Before the opening of the General Meeting of Members of the Company, the registration of the arrived members of 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 members of the Company must present documents confirming their proper authority. A power of attorney issued to a representative of a member of the Company must contain information about the person represented and the representative (name or designation, place of residence or location, passport details), be drawn up in accordance with the requirements 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.
10.16. The General Meeting of Members of the Company opens at the time specified in the notice of the General Meeting of Members of the Company or, if all members of the Company are already registered, earlier.
10.17. The sole executive body opens the General Meeting of the Company's Members and elects the chairman of the General Meeting from among the members of the Company.
When electing the Chairman of the General Meeting of Members of the Company, each of the participants in the meeting has the number of votes proportional to his share in the authorized capital of the Company.
The functions of the Secretary of the General Meeting are performed by the sole executive body or another person chosen by the General Meeting.
10.18. The sole executive body of the Company organizes the keeping of the minutes of the General Meeting of Participants.
The minutes of the General Meeting of Participants shall be signed by the Chairman and Secretary of the General Meeting of Participants.
Not later than within ten days after drawing up the minutes of the General Meeting of Members of the Company, the Secretary of the General Meeting of Members is obliged to send a copy of the minutes of the General Meeting of Members of the Company to all members of the Company in the manner prescribed for the notification of the General Meeting of Members of the Company.

10.19. The adoption by the General Meeting of the Company of a decision, as well as the composition of the participants present at the General Meeting, is confirmed by the signing of the minutes of the General Meeting by all participants present at the General Meeting. Notarization of these facts is not required.

10.20. Not later than within ten days after drawing up the minutes of the General Meeting of Members of the Company, the Secretary of the General Meeting of Members is obliged to send a copy of the minutes of the General Meeting of Members of the Company to all members of the Company in the manner prescribed for the notification of the General Meeting of Members of the Company.

10.21. The General Meeting of Members of the Company has the right to make decisions only on the agenda items communicated to the Members of the Company, except for cases where all members of the Company participate in this General Meeting.

10.22. Each member of the Company shall have the number of votes at the General Meeting of Members proportional to its share in the authorized capital, except for the cases established by the Law and this Charter.

Unpaid shares do not participate in voting. If a decision is made to conclude a transaction in respect of which there is an interest, the votes of the participants interested in its completion are not taken into account. The votes of a participant who intends to pledge his share in the authorized capital shall not be taken into account when voting on the issue of giving the Company's consent to the pledge of the share.

A person exercising the functions of the sole executive body, who is not a member of the Company, may participate in the General Meeting of Members with the right of an advisory vote.

10.23. For a decision to be made by the General Meeting of Members of the Company, the following number of votes is required (the count is based on the number of votes of all members of the Company, and not just those present at the General Meeting):

10.23.1. The following decisions are made unanimously by all members of the Company:

On granting additional rights to members of the Company, as well as termination or restriction of additional rights granted to all members of the Company;

On the imposition of additional obligations on all members of the Company, as well as the termination of additional obligations;

On the introduction, amendment and exclusion from this Charter of provisions on limiting the maximum size of the share of a member of the Company, on limiting the possibility of changing the ratio of shares of members of the Company;

On approval of the monetary value of non-monetary contributions to the authorized capital of the Company, made by the members of the Company and third parties accepted into the Company;

On increasing the authorized capital of the Company on the basis of an application from a participant or third parties admitted to the Company, on making an additional contribution;

On introducing amendments to this Charter in connection with an increase in the authorized capital of the Company, on an increase in the nominal value of a share of a member of the Company or shares of members of the Company who have submitted applications for making an additional contribution, and, if necessary, on changing the size of shares of members of the Company;

On the admission of a third party or third parties to the Company, on amendments to this Charter in connection with an increase in the authorized capital of the Company, on determining the nominal value and size of the share or shares of a third party or third parties, as well as on changing the size of the shares of the Company's members;

On introducing provisions into this Charter or changing the provisions of this Charter establishing the pre-emptive right to purchase a share or part of a share in the authorized capital by the Company's members or the Company at a price predetermined by the Charter, including changing the amount of such a price or the procedure for determining it;

On introducing provisions into this Articles of Association or amending the provisions of this Articles of Association, establishing the possibility for the members of the Company or the Company to exercise the pre-emptive right to purchase not the entire share or not the entire part of the share in the authorized capital of the Company offered for sale;

On introducing provisions into this Articles of Association or changing the provisions of these Articles of Association establishing the procedure for exercising by the Company's members the pre-emptive right to purchase a share or part of a share disproportionately to the size of the shares of the Company's members;

On the introduction of provisions into this Articles of Association or amendments to the provisions of these Articles of Association establishing a period or procedure for payment by the Company of the actual value of a share or part of a share in the authorized capital of the Company other than specified in the Law;

On the sale of the share owned by the Company to the members of the Company, as a result of which the size of the shares of its participants is changed, the sale of the share owned by the Company to third parties and the determination of a different price for the sold share;

On payment in the event of foreclosure on the share or part of the share of a member of the Company in the authorized capital of the Company for the debts of the participant of the actual value of the share or part of the share to creditors by other members of the Company;

On introducing provisions into this Articles of Association or changing the provisions of these Articles of Association establishing the right of a member of the Company to withdraw from the Company;

On the introduction of provisions into this Articles of Association or amendments to the provisions of these Articles of Association establishing the obligation of the Company's members to make contributions to the Company's property;

On the introduction, amendment and exclusion from this Charter of 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 provisions establishing restrictions related to making contributions to the Company's property;

On the introduction, amendment and exclusion from these Articles of Association of provisions providing for the distribution of the Company's profits among the Company's members disproportionately to their shares in the charter capital;

On the introduction, amendment and exclusion from these Articles of Association of provisions providing for the determination of the number of votes of the Company's participants at the General Meeting of Participants disproportionately to their shares in the authorized capital;

On the reorganization or liquidation of the Company.

On the establishment of branches and opening representative offices of the Company;

On the termination or restriction of additional rights granted to a certain member of the Company;

On the imposition of additional obligations on a certain member of the Company;

On increasing the authorized capital of the Company at the expense of its property;

On increasing the authorized capital of the Company by making additional contributions by the members of the Company;

On the exclusion from the Charter of the Company of the provisions establishing the pre-emptive right to purchase a share or part of a share in the authorized capital of the Company at a price predetermined by the Charter;

On the exclusion from the Charter of the Company of the provisions establishing the possibility of the members of the Company or the Company to exercise the pre-emptive right to purchase not the entire share or not the entire part of the share in the authorized capital of the Company offered for sale;

On the exclusion from the Charter of the Company of the provisions establishing the procedure for exercising by the members of the Company of the pre-emptive right to purchase a share or part of a share disproportionately to the size of the shares of the members of the Company;

On making contributions by the Company's members to the property of the Company;

On the amendment and exclusion of the provisions of the Company's Articles of Association, which establish restrictions related to making contributions to the Company's property, for a certain member of the Company;

On amendments to this Articles of Association, including changes in the size of the authorized capital of the Company, with the exception of those changes for which, in accordance with the Law or these Articles of Association, a larger number of votes is required.

10.23.3. On all other issues, decisions are made by a majority vote of the total number of the Company's participants, unless the need for a larger number of votes for their adoption is provided for by the Law.

10.24. If the Company consists of one member, then decisions on issues within the competence of the General Meeting of Members are taken by the sole member of the Company solely, drawn up in writing and signed by the sole member. At the same time, the provisions of this Charter and the Law that determine the procedure and terms for preparing, convening and holding the General Meeting of Participants, the procedure for making decisions by the General Meeting, do not apply, with the exception of the provisions relating to the timing of the next General Meeting.

11. SOLE EXECUTIVE BODY

11.1. The sole executive body of the Company, which manages the current activities of the Company, is the General Director. The sole executive body is accountable to the General Meeting of Members of the Company.
11.2. The competence of the sole executive body of the Company includes all issues of managing the current activities of the Company, with the exception of issues referred to the competence of the General Meeting of Members of the Company.
11.3. The sole executive body without a power of attorney acts on behalf of the Company, including:
11.3.1. represents the interests of the Company both in the Russian Federation and abroad;
11.3.2. independently, within the limits of its competence or after approval by their management bodies of the Company in the manner prescribed by the Law, these Articles of Association and internal documents of the Company, makes transactions on behalf of the Company;
11.3.3. manages the property of the Company to ensure its current activities within the limits established by this Charter;
11.3.4. issues powers of attorney for the right of representation on behalf of the Company, including powers of attorney with the right of substitution;
11.3.5. concludes labor contracts with the employees of the Company, issues orders on the appointment of employees, on their transfer and dismissal;
11.3.6. applies incentive measures to the Company's employees and imposes disciplinary sanctions on them;
11.3.7. issues orders and gives instructions that are binding on all employees of the Company;
11.3.8. organizes the implementation of decisions of the General Meeting of Members of the Company;
11.3.9. opens bank accounts of the Company;
11.3.10. represents the interests of the Company in all judicial instances (courts of general jurisdiction, arbitration courts, arbitration courts) on the territory of the Russian Federation and abroad at all stages of the judicial process, including at the stage of enforcement proceedings;
11.3.11. resolve issues related to the preparation, convening and holding of the General Meeting of the Company's Members;
11.3.12. ensures that the information about the members of the Company and about their shares or parts of shares in the authorized capital of the Company, about the shares or parts of shares owned by the Company, the information contained in the unified state register of legal entities, and notarized transactions for the transfer of shares in the authorized capital of the Company, about which the Society became aware;
11.3.13. exercises other powers necessary to achieve the goals of the Company's activities and ensure its normal operation, in accordance with the current legislation of the Russian Federation and this Charter, with the exception of the powers assigned to other bodies of the Company.
11.4. The sole executive body is responsible for the safety of information constituting a state secret.
11.5. The General Director is elected/appointed by the General Meeting of Members of the Company for a period of _____ (in words) years. The General Director may be elected/appointed not from among the members of the Company.
11.6. The employment contract with the General Director on behalf of the Company is signed by the Chairman of the General Meeting of Participants, unless it is entrusted by the General Meeting of Participants to another person.
11.7. The General Meeting of Members of the Company has the right at any time to dismiss the General Director from his position with simultaneous termination employment contract in the manner prescribed by the legislation of the Russian Federation.

12. AUDITOR OF THE COMPANY

12.1. In order to verify and confirm the correctness of the annual reports and balance sheets of the Company, as well as to check the state of the current affairs of the Company, it has the right to engage a professional auditor who is not connected by property interests with the Company, the person exercising the functions of the sole executive body of the Company, and the members of the Company.
12.2. At the request of any member of the Company, an audit may be carried out by a professional auditor chosen by him, who must comply with the requirements established by clause 12.1. of this Statute.
12.3. In the event of such an audit, payment for the auditor's services is carried out at the expense of the Company's member, 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.

13. ACCOUNTING AND REPORTING. COMPANY DOCUMENTS

13.1. The Company maintains accounting records and submits financial statements in accordance with the procedure established by the current legislation of the Russian Federation.
13.2. Responsibility for the organization, condition and reliability of accounting in the Company, timely provision of the annual report and other financial reporting to the relevant authorities is carried by the sole executive body of the Company in accordance with the legislation of the Russian Federation.
13.3. The company is obliged to keep the following documents:

• the agreement on the establishment of the Company, the Articles of Association of the Company, as well as amendments made to the Articles of Association of the Company and duly registered;
• minutes of the meeting of the founders of the Company and / or decisions in the case of one founder of the Company, containing a decision to establish the Company and to approve 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 the General Meetings of Members of the Company (decisions of the sole member of the Company), meetings of the Board of Directors 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 Members of the Company and the sole executive body of the Company.

13.4. The Company shall store the documents specified in Clause 13.3 of these Articles of Association (hereinafter referred to as "documents") at the location of the sole executive body of the Company in the manner and within the time limits established by the legal acts of the Russian Federation.
13.5. Organization of storage of documents of the Company is provided by the sole executive body of the Company.
Organization of storage of documents generated in the activities of separate structural divisions of the Company, prior to their transfer to the archive at the location of the sole executive body of the Company, is provided by the heads of these separate structural divisions of the Company.
13.6. Within five working days from the date of presentation of the relevant request by the Company's member, the documents specified in paragraph 13.3 of this Charter must be provided by the Company for review at the premises of the Company's executive body. Information about the activities of the Company to other persons is provided in the manner prescribed by the current legislation of the Russian Federation.

13.7. Members of the Society have the right to get acquainted with documents related to the use of information constituting a state secret, only if they have an admission form.

14. PRIVACY

14.1. The technical, financial, commercial and other information provided to the Company's participants, members of the Company's management bodies, the Company's auditor, related to the establishment and activities of the Company, is considered confidential, with the exception of information:

• which is already known to this person at the time of its communication;
• which, due to the actions of third parties, has already become public knowledge;
• which is received by that person without restriction on disclosure from any third party entitled to such disclosure.

14.2. These persons are obliged to take all necessary and reasonable measures to prevent the disclosure of the received confidential information beyond the official or production needs in connection with the performance of duties within the framework of the Company's activities.
14.3. Transfer of confidential information to third parties, publication or other disclosure of such information by the above persons during the period of their participation in the Company and/or its bodies and within 5 years after the termination of participation in the Company and/or its bodies, regardless of the reason for termination, can only be carried out with written consent of the General Meeting of Participants or if such information is requested by a state body in the manner prescribed by the legislation of the Russian Federation.

15. LIQUIDATION OF THE COMPANY

15.1. The liquidation of the Company entails its termination without the transfer of its rights and obligations by succession to other persons.
15.2. The Company may be liquidated voluntarily by decision of the General Meeting of Members of the Company or by force by a court decision on the grounds provided for by the legislation of the Russian Federation.
15.3. The decision of the General Meeting of Members of the Company on the voluntary liquidation of the Company and the appointment of a liquidation commission is made at the suggestion of the sole executive body or member of the Company. The General Meeting of Participants of a voluntarily liquidated Company makes a decision to liquidate the Company and appoint a liquidation commission.
15.4. The procedure for the liquidation of the Company, the satisfaction of creditors' claims and the procedure for the distribution of the property of the liquidated Company among the participants is determined by the legislation of the Russian Federation.
15.5. The liquidation of the Company is considered completed, and the Company - ceased to exist from the moment the corresponding entry is made in the unified state register of legal entities.
15.6. During the reorganization and liquidation of the Company, the safety of information constituting a state secret must be ensured. In the absence of an assignee, documents related to the use of information constituting a state secret shall be destroyed.

16. FINAL PROVISIONS

16.1. This Charter is approved by the minutes of the general meeting of the Company's participants and becomes effective from the moment of its state registration.
16.2. The provisions of this Charter shall retain their legal force for the entire period of the Company's activity.
If one of the provisions of this Charter becomes invalid due to changes in the legislation of the Russian Federation, then this is not a reason for suspending the validity of the remaining provisions. The invalid provision must be replaced by a provision that is legally permissible and close in meaning to the replaced one.

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If, during the consideration of the case by the court, it is established that the charter of the company contains provisions that are contrary to law, they should not be applied by the court in resolving the dispute that has arisen.

“The requirements for the content of the charter of the company are determined by paragraph 2 of Article 12 of the Law. If during the consideration of the case it is established that the company's charter contains provisions that contradict the Law and other federal laws, they should not be applied by the court in resolving the dispute that has arisen.
In case of inconsistency between the provisions of the memorandum of association and the provisions of the charter of the company, the provisions of the charter of the company (clause 5 of article 12 of the Law) have priority, both for the participants in the company and for third parties.

The decision is given in the framework.

PLENUM OF THE SUPREME COURT OF THE RUSSIAN FEDERATION
No. 90

PLENUM OF THE HIGHEST ARBITRATION COURT OF THE RUSSIAN FEDERATION
N 14

ON SOME ISSUES IN THE APPLICATION OF THE FEDERAL LAW
"ABOUT COMPANIES WITH LIMITED LIABILITY"

In order to ensure correct application courts and arbitration courts (hereinafter - the courts) of the Federal Law of February 8, 1998 "On Limited Liability Companies", and also taking into account that the courts have issues that need to be resolved, the Plenum of the Supreme Court of the Russian Federation and the Plenum of the Supreme Arbitration Court of the Russian Federation decide provide the courts with the following clarifications.
1. When considering disputes related to the application of the Federal Law "On Limited Liability Companies" (hereinafter - the Law), the courts should proceed from the fact that its effect applies to all limited liability companies, including those that have acquired such an organizational and legal form in accordance with Article 6 of the Federal Law of October 21, 1994 "On the Enactment of Part One of the Civil Code of the Russian Federation", which provides for the application of the norms of legislation on limited liability companies to previously established limited liability partnerships and obliges the latter to bring their constituent documents into compliance with the norms of Chapter 4 of the Code on Limited Liability Companies in the manner and within the time limits specified by the Law.
On the basis of paragraph 3 of Article 95 of the Civil Code of the Russian Federation, the rules of the Code on Limited Liability Companies, and accordingly the provisions of the Law, also apply to additional liability companies, unless otherwise provided by special rules established for these companies.
2. According to paragraph 2 of Article 1 of the Law, the peculiarities of the legal status, the procedure for the creation, reorganization and liquidation of limited liability companies in the areas of banking, insurance and investment activities, as well as in the field of agricultural production, are determined by federal laws.
Article 87 of the Civil Code of the Russian Federation (as amended by the Federal Law of July 8, 1999) provides that the specifics of the legal status credit organizations established in the form of limited liability companies, the rights and obligations of their participants are determined by the laws governing the activities of credit institutions.
The courts need to keep in mind that the range of issues specified in the above norms of the Law and the Code, on which the specifics legal regulation of the companies named in them may be established in other federal laws, is exhaustive. On other issues, including those related to guarantees and ways to protect the rights of participants in companies (except for credit institutions established in the form of limited liability companies), apply general provisions Law.
Features of the legal status, procedure for the creation, reorganization and liquidation of limited liability companies in the field of agricultural production apply only to those established on the basis of collective farms, state farms and other enterprises directly engaged in agricultural production, or newly formed to conduct activities in this area , and do not apply to companies operating in industry and processing agricultural products, performing work and providing services to agricultural producers.
3. When resolving disputes affecting the issues of determining the location of the company (in particular, when determining the place of performance of monetary obligations), the courts must be guided by Article 54 of the Civil Code of the Russian Federation and paragraph 2 of Article 4 of the Law, according to which the location of a legal entity is determined by the place of its state registration . At the same time, it should be taken into account that the Law, in accordance with the named article of the Code, allows an exception to this rule, providing that the company's constituent documents may determine the place of its location as the permanent location of the company's management bodies or the main place of its activity.
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ConsultantPlus: note.
Federal Law No. 31-FZ of March 21, 2002 amended Article 54 of the Civil Code of the Russian Federation.
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4. When considering cases, courts must keep in mind that the Law limits the number of participants in a company, which should not exceed fifty. If the specified limit is exceeded, the company is obliged to transform into an open joint-stock company or into production cooperative(paragraph 3 of Article 7 of the Law). If this requirement is not met and the number of participants is not reduced within the specified period, the company is subject to liquidation in court on the basis of paragraph 2 of Article 61 and Article 88 of the Civil Code of the Russian Federation.
According to paragraph 3 of Article 59 of the Law, limited liability companies (limited liability partnerships) with more than fifty participants at the time the Law enters into force must be transformed into joint-stock companies or production cooperatives before July 1, 1999, or reduce the number of participants within the same period society up to the limit.
At the same time, this rule contains an exception: it is allowed to transform such limited liability companies (limited liability partnerships) into closed joint stock companies without complying with the requirements established by paragraphs two and three of paragraph 3 of Article 7 of the Federal Law "On Joint Stock Companies" (limiting the number of participants in a closed joint stock company). joint-stock company). A company established before March 1, 1998 and with more than fifty members could use this right only until July 1, 1999, in accordance with the Law.
5. When considering cases, the courts must take into account that, according to Article 11 of the Law, the founding documents of a company are the memorandum of association and the charter of the company.
Memorandum of association is a document regulating the creation of a company and the relationship of the founders with each other and with the company for the period of its existence, and must meet general requirements presented by the Civil Code of the Russian Federation to contracts and transactions (including the rules on the grounds for declaring transactions invalid), as well as reflect the features provided by the Law for this contract as a constituent document.
The requirements for the content of the charter of the company are determined by paragraph 2 of Article 12 of the Law. If during the consideration of the case it is established that the company's charter contains provisions that contradict the Law and other federal laws, they should not be applied by the court in resolving the dispute that has arisen.
In case of inconsistency between the provisions of the memorandum of association and the provisions of the charter of the company, the provisions of the charter of the company (clause 5 of article 12 of the Law) have priority, both for the participants in the company and for third parties.
6. According to paragraph 1 of Article 14 of the Law, the amount of the authorized capital of the company must be at least one hundred times the minimum wage established by federal law on the date of submission of documents for state registration of the company. When applying this norm, the courts should take into account that if at the time of acceptance of the documents of the company for state registration (when it was created) the size of the authorized capital corresponded to the level established by the legal acts in force at that time, then when registering changes to the company’s charter (registration of the charter in new edition), including in connection with bringing it into line with the Law (paragraph 3 of Article 59), the state body carrying out such registration is not entitled to refuse to carry out such registration on the grounds that the authorized capital of the company does not correspond to the minimum amount in force on the date of registration of changes. Refusal to register changes on this basis may be appealed (disputed) in court.
7. When considering cases related to the formation of the authorized capital of a company, it must be borne in mind that money, securities, other things, property rights or other rights having a monetary value can be made as a contribution to the authorized capital of a company. In this regard, the following must be taken into account:
a) the monetary value of non-monetary contributions, including property and other rights, is subject to unanimous approval by a decision of the general meeting of all participants (founders) of the company;
b) when making a non-monetary contribution with a nominal value exceeding the amount equivalent to two hundred minimum wages established by federal law as of the date of submission of documents for state registration, its assessment by an independent appraiser is required, which must be carried out in accordance with the Federal Law of July 29, 1998 year "About appraisal activities In Russian federation".
These rules apply both when establishing a company and in cases of increasing its authorized capital.
In case of overestimation of the value of non-monetary contributions, the participants of the company and independent appraiser within three years from the date of state registration of the company or the corresponding changes in its charter, they can be jointly and severally held liable for the obligations of the company if its property is insufficient to pay off debts. The scope of such liability is limited to the amount of overvaluation of the relevant non-monetary contributions.
8. When considering cases related to the transfer to the company as a contribution to the authorized capital of the right to use property for a certain period, it must be borne in mind that in the event of early termination of such a right, the participant who transferred the property is obliged to provide the company at its request monetary compensation equal to the payment for the use of the same property on similar terms for the remainder of the term. The memorandum of association may provide for other procedures and terms for the provision of compensation by a member of the company in case of early termination of the use of property in comparison with those specified in the Law (paragraph 3 of Article 15). At the same time, in the event of withdrawal or exclusion from the company of a participant who transferred property for use by the company as a contribution to the authorized capital, this property remains in the use of the company until the expiration of the established period, unless the memorandum of association provides otherwise (paragraph 4 of Article 15 of the Law).
9. When resolving disputes related to an increase in the authorized capital of a company, it should be taken into account that its increase at the expense of the company's property is carried out in accordance with Article 18 of the Law, subject to the following requirements:
a) the decision to increase the authorized capital in this way must be taken by the general meeting of participants on the basis of the company's financial statements for the year preceding the year during which such a decision was made;
b) the amount of the authorized capital increase must not exceed the difference between the value of the company's net assets and the amount of the company's authorized capital and reserve fund;
c) with an increase in the authorized capital, the nominal value of the shares of all participants in the company increases proportionally without changing the size and ratio of their shares.
10. For disputes related to an increase in the authorized capital of a company at the expense of additional contributions from its participants, as well as contributions from third parties, the following must be borne in mind:
a) in cases where the increase in the authorized capital is carried out at the expense of additional contributions from all participants in the company (clause 1 of Article 19 of the Law), the decision of the general meeting of participants in the company must determine the total cost of additional contributions, as well as a common ratio for all participants between the cost of the additional contribution of the participant and the amount by which the nominal value of his share is increased. It is not allowed to restrict the right of a company participant to make an additional contribution not exceeding a part of the total value of additional contributions proportional to the share of this participant in the authorized capital of the company.
By decision of the general meeting of participants in the company, an increase in the authorized capital may be carried out at the expense of contributions from individual participants in the company;
b) an increase in the authorized capital at the expense of contributions from third parties is allowed only when this is not prohibited by the company's charter (paragraph 2 of Article 19 of the Law);
c) additional contributions of the participants of the company, as well as contributions of third parties to the authorized capital of the company, are made in the manner and within the time limits established by Article 19 of the Law. Appropriate changes are made to the constituent documents of the company in these cases.
Failure to comply with the deadlines for making contributions by individual participants (third parties), the deadline for convening a general meeting to approve the results of making additional contributions, when they are made by all participants, as well as the deadline for submitting to the registering body the documents necessary for registering changes made to the constituent documents of the company, entails recognition of an increase authorized capital failed. In case of actual making by the participants and third parties of the corresponding contributions, in this case they are subject to return to them within a reasonable time.
11. In accordance with the Law, a company has the right to reduce its authorized capital by reducing the shares of all participants and (or) redeeming the shares owned by the company (paragraph 1 of Article 20).
At the same time, the Law prohibits the reduction of the authorized capital of a company if, as a result of this, its size becomes less than the minimum amount of the authorized capital determined in accordance with Article 14 of the Law on the date of submission of documents for state registration of the relevant amendments to the charter (and not on the date of state registration society).
The company is obliged to reduce its authorized capital, in particular:
a) in case of incomplete payment of the authorized capital within a year from the date of state registration of the company. The authorized capital is reduced to the amount actually paid (unless a decision is made to liquidate the company due to incomplete payment of the authorized capital);
b) if at the end of the second and each subsequent financial year the value of the net assets of the company is less than its authorized capital. The size of the authorized capital is reduced in these cases to a level not exceeding the value of net assets.
If the value of the net assets of a company obliged by virtue of the Law to reduce its authorized capital turns out to be below the minimum level provided for by Article 14 of the Law as of the date of state registration (creation) of this company, it is subject to liquidation.
12. When resolving disputes related to the transfer of a share<*>participant in the authorized capital of the company to other persons, it is necessary to keep in mind the following:
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<*>A share also means a part of a share.

a) in accordance with Article 21 of the Law, a participant in a company has the right to sell or otherwise assign (exchange, donate) his share to one or more participants in this company. The consent of the company or its other participants to the conclusion of such a transaction is not required, unless otherwise provided by the charter of the company;
b) the sale or assignment in any other way by a member of the company of his share to a third party is allowed, unless this is prohibited by the charter. Other members of the company have the pre-emptive right to purchase the share of the member selling it at the offer price to a third party.
The participants of the company enjoy the pre-emptive right to purchase a share in proportion to the size of their shares, unless otherwise provided by the charter of the company or agreement of the participants.
The right of pre-emptive purchase does not apply to cases when a participant transfers his share free of charge to a third party. The charter of the company may provide for the need to obtain the consent of the company or its other participants for the assignment of the share of the participant to a third party in a manner other than sale;
c) the company itself may use the right of pre-emption to acquire a share sold by a member of the company, if it is provided for by its charter, and provided that other members of the company do not use their pre-emptive right to purchase a share;
d) a company participant who intends to sell his share to a third party is obliged to notify the other participants of the company and the company itself in writing about this, indicating the price and other conditions for its sale. The charter of the company may provide that the notice to the participants is sent through the company;
e) if the participants in the company or the company do not use the pre-emptive right to purchase the entire share offered for sale within a month from the date of notification of this, the share may be sold to a third party at the price and on the terms communicated to the company and its participants. The charter of the company or the agreement of its participants may establish a different period during which they can exercise their right of preemptive purchase of a share;
f) the sale by a participant of a share in violation of the pre-emptive right to purchase does not entail the invalidity of such a transaction. In this case, any member of the company, and in the appropriate case, the company itself has the right, within three months from the moment when the member of the company or the company learned or should have learned about such a violation, to demand in court that the rights and obligations of the buyer under the purchase agreement be transferred to them. share sale.
The assignment of the pre-emptive right to acquire a share is not allowed;
g) a sale and purchase transaction (assignment in another form) of a share in the authorized capital of the company is made in a simple written form, unless the company's charter provides for a requirement to complete it in a notarial form. Failure to comply with the form of a transaction for the assignment of a share established by law or the charter of the company entails its invalidity (Item 2 of Article 162, Clause 1 of Article 165 of the Civil Code of the Russian Federation);
h) the company must be notified in writing of the completed assignment of the share. The acquirer of a share in the authorized capital of the company exercises the rights and performs the duties of a member of the company from the moment the latter notifies of the specified assignment.
The new acquirer of a share in the charter capital of the company is transferred to all the rights and obligations of the company's member that arose before the assignment of the share, with the exception of additional rights and obligations that were granted to the owner of the share or assigned to him in accordance with paragraph 2 of Article 8 and paragraph 2 of Article 9 of the Law.
13. In accordance with Article 23 of the Law, the company is obliged to redeem the share of the participant in the authorized capital of the company (pay the participant the actual value of his share) in the following cases:
a) when, according to the charter of the company, the assignment of a share of a participant to other participants or third parties is allowed only with the consent of other participants, but such consent has not been received;
b) if the charter of the company prohibits the alienation of the share to third parties, and the participants in the company refuse to acquire it from the participant who intends to alienate the share;
c) incomplete payment by the participant of his contribution to the charter capital of the company within the period provided for when the company was founded. In this case, the participant is paid the actual value of the part of the share in proportion to the part of the contribution made by him.
The charter of the company may provide that in such a case a part of the share proportional to the unpaid part of the contribution shall be transferred to the company. In this case, the participant becomes the owner of the part of the share paid by him;
d) when a participant leaves the company (Article 26 of the Law);
e) upon exclusion of a participant from the company on the grounds and in the manner prescribed by Article 10 of the Law;
f) if the participants of the company refuse to give consent to the transfer of the share of the participant to his heirs or successors of the reorganized (liquidated) legal entity - the participant of the company in the cases provided for in paragraph 7 of Article 21 of the Law.
In addition, the company has the right to pay the actual value of the participant's share to its creditors for the debts of this participant on the basis of a court decision (Article 25 of the Law).
In other cases, in accordance with paragraph 1 of Article 23 of the Law, the company is not entitled to acquire shares in its authorized capital, and purchase and sale transactions made in such cases are void (Article 168 of the Civil Code of the Russian Federation).
Payment to the participant of the actual value of his share is carried out by the company at the expense of the difference between the value of the net assets of the company and the size of the authorized capital. If such a difference is not enough, the company is obliged to reduce the authorized capital by the missing amount.
In case of non-payment of the cost of the share, the participant in the cases provided for by the Law and within the time period established by it, has the right to demand its recovery in court.
Shares owned by the company (repurchased) are not taken into account when determining the voting results at the general meeting of the company's participants and when distributing profits (from the moment the right to a share is transferred to the company), as well as when distributing the company's property in the event of its liquidation.
The share belonging to the company must be distributed among all its participants by decision of the general meeting of participants or sold to all or some of the company's participants, as well as to third parties, unless this is prohibited by the company's charter, no later than one year after the transfer of the right to it to the company and on that the same term has been paid. If these requirements are not met, the company is obliged to repay it and accordingly reduce its authorized capital (Part two of Article 24 of the Law).
14. In accordance with Article 27 of the Law, the participants in the company may make contributions to the property of the company. In applying this article, courts should consider the following:
a) contributions to the property of the company are not contributions to the authorized capital of the company and do not change the amount and face value shares of participants in the authorized capital of the company;
b) the obligation to make contributions to the property of the company arises only in cases where it is provided for in the charter of the company and when a corresponding decision of the general meeting of participants on making such contributions is made;
c) contributions to the property of the company are made by all participants in the company in proportion to their shares in the authorized capital, unless otherwise provided by the charter of the company;
d) restrictions related to making contributions to the property of the company must be fixed in the charter of the company. These restrictions do not apply to other persons acquiring a share in the event of its alienation;
e) contributions to the property of the company are made in money, unless otherwise specified by the charter of the company or by a decision of the general meeting of participants in the company;
f) the withdrawal of a participant from the company does not release him from the obligation to the company to make a contribution to the property of the company, which arose before filing an application for withdrawal. Considering that the contribution to the property of the company affects the amount of the net assets of the company, on the basis of which the actual value of the share of each member of the company, including the one leaving it, is determined, the exclusion of a member from the company on the grounds provided for in Article 10 of the Law also does not exempt this member from fulfillment of the obligation to make a contribution to the property of the company that arose before its exclusion.
15. When considering the claims of the participants of the company for the payment to them (recovery from the company) of a part of the profit distributed among the participants, it is necessary to take into account the conditions and procedure for its distribution and payment, as well as restrictions on the distribution and payment of profits provided for in Articles 28 and 29 of the Law and the charter of the company .
In doing so, keep in mind the following:
a) if the court establishes that the general meeting of the company's participants made a decision on the distribution of part of the company's profits among its participants in accordance with paragraph 2 of Article 28 of the Law, but the company does not make the appropriate payments or has made them in a smaller amount than provided for by the decision, the court has the right collect the amounts due in favor of the plaintiff;
b) if the general meeting of participants in the company did not make a decision on the distribution of part of the profit, the court is not entitled to satisfy the claim of the plaintiff, since the decision on the distribution of profits falls within the exclusive competence of the general meeting of participants in the company (paragraph 1 of Article 28 of the Law);
c) in the case when the decision of the general meeting on the distribution of profits was made in the presence of circumstances limiting the possibility of making such a decision (paragraph 1 of Article 29 of the Law), or after its adoption, circumstances arose that preclude the possibility of paying a part of the profits (paragraph 2 of Article 29 of the Law), The court also has no right to satisfy the claims of the plaintiff.
After the termination of the circumstances that arose after the decision on the distribution of a part of the profit and prevented its payment, the participants in the company have the right to demand appropriate payments from the company, including in court.
16. When resolving disputes related to the withdrawal of a participant from the company, the courts must proceed from the following:
a) in accordance with Article 26 of the Law, a participant in a company has the right to withdraw from it at any time, regardless of the consent of other participants or the company itself;
b) the withdrawal of a participant from the company is carried out on the basis of his application, from the moment of submission of which his share is transferred to the company. An application for withdrawal from the company must be submitted in writing (paragraph 2 of Article 26 of the Law).
The time for filing such an application should be considered the day the participant submits it to both the board of directors (supervisory board) or the executive body of the company (sole or collegiate), and the employee of the company, whose duties include transferring the application to the appropriate person, and in the case of sending an application by mail - the day his admission to the expedition or to an employee of the company performing these functions.
Based on paragraph 2 of Article 26 of the Law, the filing of an application by a member of the company generates legal implications provided for by this norm, which cannot be changed unilaterally. At the same time, this circumstance does not deprive the participant of the right, if the company refuses to satisfy his request to withdraw the application for withdrawal from the company, to challenge such an application in court in relation to the rules on the invalidity of transactions provided for by the Civil Code of the Russian Federation (for example, based on filing an application under the influence violence, threats, or at the moment when a member of the society was in such a state that he was not able to understand the meaning of his actions or control them);
c) the company is obliged to pay to the participant who filed an application for withdrawal from the company the actual value of his share, the amount of which is determined on the basis of the company's financial statements for the year during which the specified application was submitted. Based on paragraph 2 of Article 14 of the Law, the actual value of the participant's share must correspond to the part of the value of the company's net assets, proportional to the size of its share.
According to paragraph 3 of Article 26 of the Law, the payment of the actual value of the share must be made no later than six months from the end of the financial year in which the application for withdrawal was submitted, unless the charter provides for a shorter period. Therefore, when considering a dispute that has arisen in connection with a delay in paying the actual value of the share of a participant who has withdrawn from the company, the court is not entitled to apply the provisions of the charter establishing a period for paying the value of such a share exceeding six months.
If the participant does not agree with the size of the actual value of his share, determined by the company, the court checks the validity of his arguments, as well as the objections of the company on the basis of the evidence provided by the parties, provided for by civil procedural and arbitration procedural legislation, including the conclusion of the examination carried out on the case;
d) if the participant has not fully paid his contribution to the authorized capital, then upon leaving the company, he is paid the actual value of the part of his share proportional to the paid part of the contribution;
e) payment of the value of the share to a participant who has withdrawn from the company is made in cash or with the consent of the participant by issuing property of the same value in kind. It should be borne in mind that if a participant pays his contribution to the authorized capital with property, when leaving the company, he is not entitled to demand the return of this particular property.
17. When considering the application of the participants of the company for 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 impedes it, the following must be borne in mind:
a) taking into account that, by virtue of Article 10 of the Law, the decisive circumstance giving the right to apply to the court with such an application is the size of the share in the authorized capital of the company, not only several participants, but which together make up at least ten percent of the authorized capital of the company, but also one of them, provided that its share in the authorized capital is ten percent or more;
b) under the actions (inaction) of the participant, which make the activities of the company impossible or significantly impede it, one should, in particular, understand systematic evasion without good reasons from participation in the general meeting of the company's participants, depriving the company of the opportunity to make decisions on issues requiring the unanimity of all its participants;
c) when deciding whether a violation committed by a member of the company is gross, it is necessary, in particular, to take into account the degree of his guilt, the occurrence (possibility of occurrence) of negative consequences for the company.
18. When considering disputes between the company and its participants, and, in appropriate cases, between the company and third parties related to the untimely fulfillment of financial obligations (for the payment to participants, their heirs or successors of the actual value of the share of the participant (Articles 23, 26 of the Law); return to participants and third parties of their monetary contributions in the event of an actually failed increase in the size of the authorized capital (Article 19 of the Law); for the payment of a part of the company's profit distributed among its participants (Article 28 of the Law); for making a contribution to the property of the company, provided for by the charter and decision of the general meetings of participants in the company, a participant who announced his withdrawal from the company (paragraph 4 of Article 26, Article 27 of the Law), etc.), the court has the right to satisfy, along with the demand for the recovery of the amount of debt, the demand for the collection of interest for the illegal use of other people's money funds in the manner prescribed by Article 395 of the Civil Code of the Russian Federation.
19. When considering cases (including complaints against the actions of bailiffs filed in accordance with Article 90 of the Federal Law of July 21, 1997 “On Enforcement Proceedings”), courts must bear in mind that, by virtue of paragraph 1 of Article 25 of the Law, the appeal Foreclosure on the share of a participant in the authorized capital of the company for his debts to creditors can be made by a court decision only if the participant has insufficient (absence) other property to cover debts.
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ConsultantPlus: note.
The Civil Procedure Code of the RSFSR dated June 11, 1964 became invalid on July 1, 2003 due to the adoption of Federal Law No. 137-FZ of November 14, 2002. On the issue of changing the method of execution of the decision, see Article 203 of the Code of Civil Procedure of the Russian Federation of November 14, 2002 N 138-FZ.
The Arbitration Procedure Code of the Russian Federation of 05.05.1995 No. 70-FZ became invalid on September 1, 2002, with the exception of certain provisions, in connection with the adoption of Federal Law No. 96-FZ of 24.07.2002. On the issue of changing the method of execution of the decision, see Article 324 of the Arbitration Procedure Code of the Russian Federation of July 24, 2002 N 95-FZ.
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If the court decision provides for the recovery of a sum of money from the company's participant in favor of the creditor, and in the process of execution of the decision it will be established that he does not have funds and other property that can be levied in accordance with Articles 50 and 59 of the Federal Law "On Enforcement Proceedings" , the creditor has the right, on the basis of Article 18 of the said Law, Article 207 of the Civil Procedure Code of the RSFSR and Article 205 of the Arbitration Procedure Code of the Russian Federation, to apply to the court to change the method of execution of the decision and levy execution on the share of a company participant in the authorized capital of the company. In this case, the court must evaluate the evidence presented by the applicant that the debtor does not have other property (an act drawn up by a bailiff) and, upon confirmation of this fact, issue a ruling on changing the method of execution of the decision and foreclosing the share of the participant in the authorized capital.
According to Article 25 of the Law, the company has the right to pay the creditors of the company's member the actual value of his share, which is foreclosed.
By decision of the general meeting of participants, adopted unanimously, the actual value of the share may be paid to creditors by the other participants in the company in proportion to their shares in the authorized capital, unless otherwise provided by the charter or decision of the general meeting of participants in the company.
In accordance with paragraph 3 of Article 25 of the Law, the sale at public auction of the share of a member of the company, which is foreclosed, can be carried out if, within three months from the moment the creditor submits a claim, the company does not pay him the actual value of the share, and other participants do not use in this the term of his right to acquire this share (payment to creditors of its value). The specified three-month period must be calculated from the time of presentation to the company of the executive document on the foreclosure on the share of the participant in the authorized capital of the company. In the event of the sale of a share at a public auction before the expiration of a three-month period, a company (participants in a company) that has expressed a desire to acquire the corresponding share with payment to the creditor of its actual value, has the right, on the basis of Article 6 and paragraph 3 of Article 250 of the Civil Code of the Russian Federation (an analogy of the law), to demand in court the procedure for transferring the rights and obligations of the buyer to them under the contract of sale concluded at the auction.
20. When resolving disputes relating to the conclusion by the company of transactions in which there is an interest (Article 45 of the Law), as well as major transactions (Article 46 of the Law), it must be borne in mind that these transactions may be concluded in cases provided for by the Law, with the consent of general meeting of participants, and if the company has a board of directors (supervisory board) - in accordance with the decision of this board, adopted by it within the competence granted to this body by the constituent documents of the company within the framework provided by the Law.
The exclusive competence of the general meeting of participants in the company includes making decisions on the conclusion of transactions in which there is an interest, if the amount of payment under the transaction or the value of the property that is the subject of the transaction exceeds two percent of the value of the property determined on the basis of financial statements for the last reporting period, as well as large transactions, if the value of the acquired or alienated property (or property in respect of which, as a result of the transaction, the possibility of alienation will arise, for example, when it is pledged) is more than fifty percent of the value of the company's property.
The charter of the company may provide for a higher amount of the amount of the transaction recognized as a large one in comparison with that specified in paragraph 1 of Article 46 of the Law (more than twenty-five percent of the value of the property determined on the basis of financial statements for the last reporting period preceding the day the decision to conclude the transaction ) or it is established that a decision of the general meeting of participants and the board of directors (supervisory board) of the company is not required to complete a major transaction (paragraphs 1, 6 of Article 46 of the Law).
A transaction in which there is an interest, or a major transaction, concluded on behalf of the company by the general director (director) or a person authorized by him in violation of the requirements provided for by Articles 45 and 46 of the Law, respectively, is voidable and may be recognized by the court as invalid upon the claim of the company or its participant. If by the time such a claim is considered by the general meeting of participants, and in appropriate cases, the board of directors (supervisory board) of the company decides to approve the transaction, the claim to declare it invalid is not subject to satisfaction.
To conclude a transaction in which there is an interest, a decision of the general meeting of the company's participants (in appropriate cases, the board of directors (supervisory board) is not required if it is made in the course of ordinary business activities (sale of products, purchase of raw materials, performance of work, etc.) between the company and the other party that took place (started) until the moment from which the person interested in its commission is recognized as such in accordance with paragraph 1 of Article 45 of the Law. ) general meeting of participants of the company.
21. In accordance with Article 36 of the Law, any participant has the right to make proposals for the inclusion of additional issues in the agenda of the general meeting of participants of the company no later than fifteen days before the meeting. The number of questions that can be proposed by one participant is not limited by the Law.
Members of the company who in aggregate have at least one tenth of the total number of votes of the members of the company have the right to demand the convening of an extraordinary meeting of the members of the company (Article 35 of the Law).
When considering complaints from members of the company about the refusal to satisfy their demands to convene an extraordinary meeting or to include additional issues on the agenda of the meeting, the courts must take into account that the list of grounds on which a member of the company may be denied satisfaction of these requirements, contained in Articles 35 and 36 The law is exhaustive. If the refusal to satisfy such requirements is given on grounds not provided for by the Law, the court must recognize it as unlawful and oblige the company (board of directors) to fulfill the relevant requirements of the participant (convene an extraordinary general meeting, put additional issues on the agenda of the meeting).
22. In accordance with Article 43 of the Law, a decision of the general meeting of the company's participants, taken in violation of the requirements of the law or the charter of the company and violating the rights and legitimate interests of the company's participant, may be declared invalid by the court upon the application of the company's participant who did not take part in the voting or voted against the disputed solutions.
Paragraph 1 of Article 43 of the Law establishes a two-month period for appealing against the decision of the general meeting of participants in the company, which is calculated from the day when the participant learned or should have learned about decision, and if he took part in the meeting, then from the date of the adoption of such a decision.
In exceptional cases, when the court recognizes the reason for missing the specified period by a member of the company - an individual as valid due to circumstances related to his personality (serious illness, etc.), this period may be restored by the court (Article 205 of the Civil Code of the Russian Federation).
When considering a claim for recognizing the decision of the general meeting of participants of the company as invalid on the merits, the court has the right, taking into account all the circumstances, to uphold the appealed decision if the vote of the participant who submitted the application could not affect the results of the vote, the violation is not significant and the decision did not cause damages to this member of the company (paragraph 2 of Article 43 of the Law).
If the decision of the general meeting of the company's participants is appealed on the grounds of a violation of the procedure for convening a meeting established by the Law (late sending of information to participants, violation of the procedure and deadlines for the formation of the agenda of the meeting, etc.), it should be borne in mind that such a meeting may be recognized as competent if it contains all participants of the society participated (paragraph 5 of Article 36 of the Law).
23. When assessing the legal force (validity) of the decisions of the general meeting of participants in the company, the courts need to keep in mind that the Law, in order to make decisions on a number of issues, requires the unanimity of all participants in the company (paragraph 2 of Article 8, paragraph 2 of Article 9, paragraph 1 of Article 11, paragraph 3 of article 14, paragraph 2 of article 15, paragraph 2 of article 19, paragraph 4 of article 21, paragraph 2 of article 25, paragraphs 1, 2 of article 27, paragraph 2 of article 28, paragraph 1 of article 32, subparagraphs 3 and 11 of paragraph 2 of article 33) or a qualified majority of votes of the total number of participants (and not persons present at the general meeting).
At least two-thirds of the votes of all participants in the company are required for the general meeting of participants to make decisions on the issues specified in paragraph 1 of Article 5, paragraph 2 of Article 8, paragraph 2 of Article 9, paragraph 1 of Article 18, paragraph 1 of Article 19, paragraphs 1, 2 of Article 27 and paragraph 8 of Article 37 of the Law.
On all other issues, decisions are made by a majority vote of the total number of participants in the company, unless the need for a larger number of votes for their adoption is provided for by the Law or the charter of the company.
24. In cases where the parties participating in the dispute under consideration by the court refer in support of their claims or objections to the claim to the decision of the general meeting of participants in the company, however, the court has established that this decision adopted with significant violations of the law or other legal acts (with violation of the competence of this body, in the absence of a quorum, etc.), the court must proceed from the fact that such a decision has no legal force (in whole or in the relevant part), regardless of whether , whether it was disputed by any of the participants in the company or not, and resolve the dispute, guided by the norms of the law.
25. When considering disputes related to the reorganization of a company - in the form of a merger, accession, division, separation or transformation, it is necessary to take into account the procedure for its implementation, as well as the requirements to bring the constituent documents of the company in line with the law (Articles 51 - 56 of the Law). In doing so, the following should be kept in mind in particular:
a) in the event of a merger of companies, the agreement on their merger, approved by the general meeting of participants of each company participating in the reorganization, is signed by all participants of the company created as a result of the merger and, along with the charter, is its constituent document. This agreement must comply with all the requirements of the Civil Code of the Russian Federation for transactions and the Law for the memorandum of association;
b) when one or more companies are merged with another, the general meeting of participants in each company participating in the reorganization makes a decision to approve the merger agreement (which is not a constituent document), and the general meeting of participants of the merging company also makes a decision to approve the deed of transfer. The joint meeting of participants in the companies participating in the reorganization makes 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 size of the shares of its participants, etc.;
c) when dividing the company, along with the decision to carry out such reorganization, the general meeting of participants in the company makes a decision to approve the separation balance sheet. Members of each company formed as a result of division sign the memorandum of association and approve the charter of the company;
d) in the event of a spin-off of a company, the general meeting of participants in the reorganized company decides on such a reorganization, determines the conditions for creating a new company, approves the separation balance sheet and makes changes to the constituent documents in connection with a change in the composition of the company's participants, the size of their shares in the authorized capital, etc.
The participants of the spin-off company sign the memorandum of association and approve the charter of the company created as a result of the spin-off;
e) when transforming a company into a joint-stock company, a production cooperative or an additional liability company, it must be guided by the relevant norms of the Civil Code of the Russian Federation and the norms of the Federal Laws “On Joint-Stock Companies”, “On the Peculiarities of the Legal Status of Joint-Stock Companies of Employees (Public Enterprises)”, “ On production cooperatives.
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 are carried out only on the condition that (along with new or amended constituent documents of the companies) evidence of notification of creditors about the ongoing reorganization in the manner prescribed by the Law (paragraph 5 of Article 51) is submitted.
26. Constituent documents (charter, memorandum of association) of companies (limited liability partnerships) established before the entry into force of the Law (March 1, 1998) were to be brought into line with the Law no later than July 1, 1999.
Until these documents are brought into line with the Law, they are valid to the extent that they do not contradict the Law. If the Law provides that certain relations may be regulated in the charter of the company in a different way than specified in the Law, such provisions of the charter of the company, created before March 1, 1998, shall remain in force until the registration of the charter in a new edition (amendments to the charter).
If the company (limited liability partnership) fails to bring the constituent documents in accordance with the Law before July 1, 1999, the company (partnership) may be liquidated in court at the request of the body that carries out state registration of legal entities, or other government agencies and bodies local government to whom the right to make such a claim is granted by federal law. Until the completion of the liquidation of the company - its exclusion from state register legal entities - it acts in accordance with the norms of the Law and the provisions of the charter that do not contradict the Law.
27. When deciding whether to accept an application in a case related to the application of the Federal Law "On Limited Liability Companies", it is necessary to proceed from the subject composition of the legal relations that have arisen. If at least one of the parties to the case is a member of the company - an individual (a group of individuals), the case is under the jurisdiction of a court of general jurisdiction. In other cases, the resolution of the stated claims, including claims for the liquidation of companies on the grounds provided for in paragraph 3 of Article 7 and paragraph 5 of Article 20 of the Law, falls within the competence of the arbitration court.

Chairman of the Supreme Court
Russian Federation
V.M.LEBEDEV

Chairman of the Supreme
Arbitration Court
Russian Federation
V.F.YAKOVLEV

Secretary of the Plenum, Judge
Supreme Court
Russian Federation
V.V.DEMIDOV

Secretary of the Plenum, Judge
Supreme Arbitration Court
Russian Federation
A.S.KOZLOVA