Business partnerships and companies. Business companies: concept, distinctive features, types

In some cases, independent commercial activities of a legal entity may not be effective enough. V similar situations it is expedient to create economic companies.

Concept definition

Business companies- These are business entities, the creators of which are legal entities or individuals. They are formed by combining property, the ultimate goal of which is to maximize profits. The formed organizations themselves have the status of legal entities.

It should be noted that the participants of economic companies are not only business entities, but also citizens who are not directly related to commercial activities. By joining this association, each of the subjects retains its original status.

In order for an organization to have the right to be called a business entity, it must meet the following criteria:

has the form of a legal entity;
entrepreneurs, enterprises or individuals act as founders;
in the course of the creation of the company, the property values of the participants were combined;
each of the participants in the organization has and exercises the right to directly participate in its commercial and other activities;
the main purpose of creating an association is to extract the maximum financial benefit.

Operating principles

Business companies operate in accordance with a number of principles:

members of the association independently and freely determine the type of commercial activity;
technology development, organization production process, establishing supplies and sales, budgeting and other points occur without outside interference;
the management of the company has complete freedom in terms of attracting and releasing personnel (within the framework of labor legislation);
activities are aimed at obtaining benefits, which is associated with corresponding financial risks.

Types of business companies

With the development of the economy, more and more associations of entrepreneurs appear on the market. In this regard, the following types of business entities are distinguished:

A joint stock company is an organization whose authorized capital is proportionally divided into a certain number of shares. Each of them has the same denomination. Shareholders (holders valuable papers) are liable to the extent of their share in the capital.
Society with limited liability, like the previous one, also has an authorized capital divided into several parts. At the same time, the holders of securities bear liability solely within the framework of these figures.
Each of the participants in an additional liability company is liable on a scale proportional to its share in the capital. If the funds of the organization are not enough to cover the obligations, then all its members repay the balance of the debt in equal shares.
A full partnership is such an economic association in which the participants are liable for obligations not only with their capital investments, but also with all their personal property.
Limited partnerships grant their members the right to exercise entrepreneurial activity from their face. In this case, there is an additional responsibility. In some cases, personal property may also be used to cover obligations.
The association arises on the basis of contractual relations. Despite the fact that its participants pursue a common goal and are accountable to the management, it does not interfere in any way in the commercial activities of these units.
A corporation is in many ways similar to an association. The main difference is that the participants delegate certain powers to manage their activities to the top management.
A consortium is an association that is temporary. After achieving the common goal, prescribed in the contractual and statutory documents, this company ceases to operate and exist.
A concern is an association of several enterprises or organizations that are engaged in different types production or non-production activities. They are addicted to central authority management, which finances them and coordinates activities on all key issues.

Forms of joint-stock companies

Forms of business companies, the authorized capital of which is distributed among the shareholders, may be as follows:

Open - their shares can be purchased by anyone in the course of free trading. In addition, if you wish to sell your securities, the holder can freely carry out his intention without notifying other participants in the economic company.
Closed - are characterized by the fact that the shares are distributed to a strictly defined circle of people (most often it is limited to the founders. In order to sell securities or transfer them to the ownership of another person, the participant must notify his partners and obtain their consent to this action.

Rights

The rights of a business partnership (namely, its participants) can be described as follows:

participation in the management of the organization (carried out in accordance with statutory documents, contract, as well as legislative norms);
participation in the distribution of profits, as well as the receipt of dividends corresponding to the share in authorized capital;
obtaining complete information about the activities of the company ( we are talking both on annual reporting documents and unscheduled provision of relevant information);
in accordance with the procedure established by law, as well as statutory documents, a participant in a business partnership may leave it.

Duties

Participants of a business partnership are obliged to:

carry out its activities in accordance with the constituent documents of the organization;
be fully subordinate to the highest governing bodies;
pay the authorized capital in the amount corresponding to the package of securities;
act not only in their own interests, but also in the interests of all members of society.

Work organization

The organization of a business company involves the preparation of constituent documents, the main of which is the charter. It contains general information about the participants, as well as types of commercial activities. In addition, the types and features of securities in accordance with which payment is made should be described in detail here. authorized capital and distribution of responsibility. Further there is information about the name and coordinates, as well as the terms of activity (if they are limited).

Business companies are required to undergo state registration. For each species, it has its own characteristics. After reviewing the documents in the relevant authorities and receiving a registration certificate, the company receives the status of a legal entity. All changes that will be made in the future to the charter and other constituent documents are also subject to state registration.

conclusions

A fairly common phenomenon in the modern economy is an economic society. commercial enterprise(or individual) is not always able to achieve the desired results alone. In this case, organizations with similar goals and activities can merge. There are several types of business entities. They differ in the types of securities, as well as the principles of distribution of responsibility between the participants.

It should be noted that the main feature of business entities is a commercial orientation. After the profit is received, each participant has the right to receive his share in accordance with the package of securities or the degree of participation in the authorized capital.

Article 3. Participants of a business partnership and company

1. Participants in general partnerships and general partners in limited partnerships may be citizens and (or) legal entities.

2. A citizen may be a participant in only one general partnership or a general partner in one limited partnership.

3. A business partnership must have at least two participants.

4. Citizens and (or) legal entities, with the exception of legislative, executive and judicial authorities, may be participants in a limited liability company, additional liability company and investors in a limited partnership.

Regulatory legal acts of the Kyrgyz Republic may provide for cases where executive bodies specially created for these purposes may be participants in a business partnership.

5. A limited liability company, an additional liability company may be created by one person or consist of one person in the event that this person acquires all shares of the authorized capital of the company.

6. Foreign legal entities and citizens, as well as stateless persons, participate in business partnerships and companies established in accordance with this Law on a general basis, unless otherwise established by the regulatory legal acts of the Kyrgyz Republic.

4. The founding agreement of a business partnership and company is signed by all its participants.

5. The charter of a business company is signed by a person appointed by the general meeting of participants who manages this company.

The charter of a business company, in which one person is a participant, is signed by this participant.

6. (Excluded in accordance with the Law of the Kyrgyz Republic dated March 30, 2009 No. 105)

7. In the founding agreement, the participants undertake to create a business partnership and a company, establish the procedure for its creation and determine: the conditions for transferring their property to the ownership of the partnership and the company, participating in its activities, distributing profits and losses among the participants, managing its its composition; the size of the shares of each of the participants; the amount, composition, terms and procedure for making their contributions; liability of participants for violation of obligations to make contributions, the size and composition of the authorized capital.

The memorandum of association may contain other information provided by law or by the participants.

8. The charter of a business company is approved by the participants, which is reflected in the memorandum of association.

The charter of a business company, as well as the founding agreement of a business partnership, determines: the type of partnership and company, its name, location, period of activity (if it is established at its establishment), powers of the head, management and control bodies, their competence, procedure for the formation of property, procedure distribution of profits and compensation for losses, conditions for the termination of activities (reorganization or liquidation) of the partnership and company, as well as the relationship between the partnership or company and participants.

The charter of a business partnership and the founding agreement of a business partnership may also contain other provisions provided for by law or by the participants.

The charter of a business company must contain provisions defining the powers of the general meeting, the executive body of the company to make major transactions, as well as prohibiting or restricting the alienation by the executive body of the company of property included in the authorized capital.

9. In addition to the conditions specified in paragraphs 7 and 8 of this article, the constituent documents must also contain the conditions provided for by this Law for the relevant types of partnerships and companies.

10. In the absence of the conditions provided for in paragraphs 7, 8 and 9 of this article, the constituent documents are invalidated at the request of state bodies to which such a right is granted by the regulatory legal acts of the Kyrgyz Republic, as well as at the request of other interested parties in a judicial proceeding.

11. After the state registration of a business partnership and company, the participants are participants in the partnership and company.

12. The list and content of constituent documents of certain types of commercial organizations established in the form of economic partnerships and companies not provided for by this Law are determined by the regulatory legal acts of the Kyrgyz Republic on these organizations.

13. State registration of business partnerships and companies is carried out in accordance with the procedure established by the legislation of the Kyrgyz Republic on state registration of legal entities, branches (representative offices).

Reducing the authorized capital in violation of the procedure established by paragraph 4 of this article is the basis for the liquidation of a business partnership and company by a court decision at the request of interested parties.

Article 19

1. Foreclosure on the share of a participant in the property of a full partnership for his personal debts is allowed only if there is a shortage of other property to cover his debts. The creditors of such a participant have the right to demand from the general partnership the allocation of a part of the partnership's property in proportion to the debtor's contribution to the charter capital of the partnership in the manner prescribed by Article 16 of this Law, in order to levy execution on this property. The part of the property of the partnership subject to separation or its value is determined according to the balance sheet drawn up at the time the creditors submit the demand for separation.

2. Foreclosure on the share of a participant in the property of a general partnership terminates his participation in the partnership and entails the consequences provided for in Articles 14, 18 and 23 of this Law.

Article 20

1. If, upon recognizing a participant in a full partnership as incompetent or missing, the partnership is preserved, then the guardian of this participant or his property may participate in the activities of the partnership only with the consent of all the other participants in the partnership.

The same consent of all participants in the partnership is required for participation in the activities of the partnership of a participant recognized as having limited legal capacity.

2. If the guardian of a participant recognized as missing or incompetent refuses to participate in the activities of a general partnership on behalf of this participant or the partnership itself refuses to participate in its activities, the guardian as the legal representative of this participant shall be paid the value of a part of the property of the partnership belonging in the manner determined by article 16 of this Law.

If the partnership or the legal representative of this participant refuses to participate in the activities of the partnership, this participant is paid the value of a part of the partnership's property in the same manner.

Article 21. Admission of new participants to a general partnership

1. Admission of new participants is possible only with the consent of all participants in a full partnership.

2. When accepting new participants, the constituent documents of a full partnership are amended with respect to:

1) the new size of the shares of the participants in the partnership;

2) the procedure for managing the partnership;

3) the amount, procedure, terms and method of making a contribution by a new participant in the partnership;

4) and other conditions related to the admission of a new participant.

Article 22. Distribution of profits and losses of a general partnership

1. Profits and losses of a full partnership shall be distributed among the participants in proportion to the amount of their contributions to the charter capital of the partnership, unless otherwise established by the constituent agreement or agreement of the participants.

2. Agreements that exclude any of the participants in a full partnership from participating in the distribution of profits and covering losses are invalid.

Article 23. Liability of participants for the debts of a general partnership

1. If, upon liquidation of a full partnership, it turns out that the cash property is not enough to cover all of its debts, its participants shall be jointly and severally liable for the missing part of the partnership with all their property, which, in accordance with the regulatory legal acts of the Kyrgyz Republic, may be levied.

2. A participant in a full partnership who joined it after its establishment by way of transfer of a share or succession shall be liable on an equal basis with other participants, including for the obligations that arose after his entry into the partnership.

A participant in a general partnership who has joined the partnership after its establishment in the procedure for accepting a new participant is liable only for the obligations that arose after his entry into the partnership.

3. A participant who has withdrawn from a full partnership in the manner of transferring a share to another participant or a third party, foreclosing his share in the property of the partnership by the creditor (creditors) or refusal of the other participants to give consent to participate in the activities of the partnership, as well as the successor (heir) of the deceased or a participant declared dead, who was refused admission to the partnership by the other participants, is not liable for the obligations of the partnership.

4. A participant who has repaid in full or in part the debts of a general partnership has the right to apply with a recourse claim in the relevant part to the other participants who bear shared liability to him in proportion to the size of their shares in the property of the partnership.

5. In the event of the termination of the activities of a full partnership, the participants shall be liable for the obligations of the partnership that arose prior to the termination of its activities within two years from the date of termination of the partnership.

6. Agreements of participants that change the procedure established by the legislation of the Kyrgyz Republic for their liability for the obligations of a general partnership, which is provided for by this article, are invalid.

Article 24

1. The activities of a general partnership, in addition to the grounds specified in Article 9 of this Law, shall also be terminated if the only participant remains in the partnership.

2. A participant in a full partnership, within six months from the moment when he remained the only participant in the partnership, has the right to accept new participants and maintain the full partnership.

3. A participant, within six months from the moment when he became the sole participant in a general partnership, is also entitled to perform the following actions:

1) conclude an agreement with investors on financing the activities carried out by the partnership and form a limited partnership;

2) establish an additional liability company, a limited liability company in compliance with the requirements of the legislation on state registration of legal entities, branches (representative offices) or liquidate the partnership.

Chapter II
Limited partnership

Article 25. The concept of a limited partnership

1. A limited partnership is recognized as a business partnership that includes, along with one or more participants jointly and severally bearing additional liability for the obligations of the partnership with all their property (general partners), also one or more participants whose liability is limited to the amount of their contribution to the charter capital of the partnership (contributors ) and who do not take part in the partnership's business activities.

2. The legal status of general partners participating in a limited partnership and their liability for the obligations of the partnership are determined by the rules on participants in a general partnership established in the Civil Code of the Kyrgyz Republic.

3. The norms of this Law on a general partnership (Articles 10-24) shall apply to a limited partnership, insofar as this does not contradict the provisions of this chapter.

Article 26. Rights and obligations of investors in a limited partnership

1. Investors of a limited partnership have the right to:

1) receive a part of the profit of the partnership in proportion to their share in the property and authorized capital in the manner prescribed by the constituent documents;

2) get acquainted with the annual reports and balance sheets of the partnership, as well as check the correctness of their preparation;

3) transfer his share in the property or part of it to another contributor or a third party in the manner prescribed by this Law and the founding documents of the partnership;

4) withdraw from the partnership in the manner prescribed by paragraph 2 of Article 30 of this Law and the founding documents of the partnership.

2. Investors of a limited partnership may also have other rights provided for by this Law, the Civil Code of the Kyrgyz Republic and the founding documents of the partnership.

3. Waiver of the rights provided for by this Law and the Civil Code of the Kyrgyz Republic for investors in a limited partnership, or their restriction, including by agreement of investors and general partners, is invalid.

4. Investors of a limited partnership are obliged to:

1) comply with the terms of the founding documents of the partnership;

2) to make contributions in the manner, in the manner and in the amount provided for by the founding documents of the partnership;

3) in the cases specified in the founding documents of the partnership, to assist the partnership in carrying out its activities, including rendering services to the partnership.

5. If the investor makes a transaction in the interests of a limited partnership without proper authority, then if his actions are approved by the partnership, it is liable for the transaction to the creditors in full. If approval is not obtained, the depositor is liable to the third party independently with all his property, which may be levied under the law.

6. Investors of a limited partnership may also bear other obligations provided for by this Law, the Civil Code of the Kyrgyz Republic and the founding documents of the partnership.

7. Agreements of general partners and investors, obliging the investors of a limited partnership to perform actions that are not included in their duties, provided for by this Law, the Civil Code of the Kyrgyz Republic and constituent documents, are invalid.

8. If the contributor of a limited partnership fails to fulfill his obligations stipulated by this Law, the Civil Code of the Kyrgyz Republic and constituent documents, which caused harm to the partnership or its participants, general partners have the right to demand compensation from such a contributor, and in case of causing significant harm - his exclusion from the partnership judicially.

Article 27 Shares of participants in the property of a limited partnership

1. The authorized capital of a limited partnership is made up of contributions from general partners and investors.

2. The total size of the shares of investors in the authorized capital cannot exceed 50 percent. In this case, the constituent documents of a limited partnership may provide for the obligation of the contributor to pay for the contributions (part of the contributions) of general partners.

3. The size, procedure and terms for the formation of the authorized capital of a limited partnership are determined by the founding documents of the partnership.

4. Shares of participants in the property of a limited partnership are determined according to the rules of Article 7 of this Law.

Article 28

1. The constituent documents of a limited partnership must indicate its company name, which must contain the names of all general partners, as well as the words "limited partnership" or the name of at least one general partner with the addition of the words "and company", as well as the words "limited partnership". partnership".

2. The founding documents of a limited partnership must also contain the information provided for in paragraphs 7 and 8 of Article 4 of this Law.

Article 29

The affairs of a limited partnership are managed by the general partners. The procedure for managing and conducting affairs of a limited partnership by its general partners is established by them according to the rules on a general partnership, defined in the Civil Code of the Kyrgyz Republic. Investors are not entitled to participate in the management of the affairs of a limited partnership, as well as to act on its behalf except by proxy. Investors of a limited partnership are not entitled to challenge the actions of general partners in managing the affairs of the partnership.

Article 30

1. The transfer by an investor of his share (part of a share) in the property of a limited partnership to other investors, general partners or third parties is possible only with the consent of all general partners, unless otherwise provided by the founding documents of the partnership.

When transferring a share to other investors, general partners or third parties, the entire set of rights and obligations belonging to the investor who has left the limited partnership is simultaneously transferred.

2. An investor in a limited partnership at the end of the financial year has the right to withdraw from it, declaring his refusal to participate in the partnership.

Refusal to participate in a limited partnership must be declared by the investor at least six months before the end of the financial year, unless otherwise provided by the founding documents of the partnership.

If an investor withdraws from a limited partnership, the consequences provided for in Article 16 of this Law occur.

3. The procedure for foreclosure by a creditor (creditors) on an investor's share in the property of a limited partnership is determined by Article 19 of this Law.

4. General partners have the right to demand in court the exclusion of one or several contributors by unanimous decision of all general partners in case of incomplete payment of their property contributions to the charter capital of the partnership.

An investor expelled from a limited partnership is paid the amount of contributions made to the charter capital of the partnership, unless otherwise provided by the founding documents of the partnership.

If the investor has not made a contribution to the charter capital of the limited partnership at all, then after 30 days from the date of expiration of the period established by the founding documents of the partnership for making contributions, membership in the partnership is terminated, unless otherwise provided by the founding documents of the partnership.

5. In the event of termination (liquidation or reorganization) of a legal entity - a contributor to a limited partnership, or the death or declaration of death of a citizen - a contributor to the partnership, succession is carried out in the manner prescribed by the Civil Code of the Kyrgyz Republic.

Article 31. Consequences of withdrawal of participants from a limited partnership

When a participant (general partner or contributor) withdraws from a limited partnership, the shares of the remaining participants in the property of the partnership increase in proportion to their initial size, established on the day the participant withdraws from the partnership, unless otherwise provided by the constituent documents or agreement of the participants.

Article 32. Admission of new participants to a limited partnership

1. Acceptance of new general partners and investors in a limited partnership is possible only with the consent of all general partners.

2. When accepting new general partners or investors, the constituent documents of a limited partnership may be amended regarding:

1) the new size of the shares of participants in the property of the partnership;

2) changes in the procedure for managing the partnership;

3) the amount, procedure, terms and methods for new general partners and investors to make their contributions to the charter capital of the partnership;

4) other conditions related to the admission of a new participant.

Article 33. Distribution of profits and losses of a limited partnership

1. Profits and losses of a limited partnership shall be distributed among all its participants in proportion to the size of their shares in the property of the partnership, unless otherwise provided by the founding documents of the partnership or by agreement of the participants.

2. An agreement on the elimination of any of the participants from participation in the distribution of profits or covering the losses of the partnership is not allowed.

Article 34. Liability of participants for the debts of a limited partnership

1. General partners shall bear joint and several additional liability with all their property for the obligations of a limited partnership in the manner prescribed by Article 23 of this Law.

2. Contributors are liable for the obligations of a limited partnership within the limits of the amounts of contributions made by them to the charter capital of the partnership.

Article 35

1. The activities of a limited partnership, in addition to the grounds specified in Article 9 of this Law, shall also be terminated in the event of the withdrawal of all general partners or all investors from it.

A limited partnership is preserved if at least one general partner and one contributor remain in it.

2. The general partners remaining in a limited partnership within six months from the date of the last investor's withdrawal or the investors remaining in the partnership within six months from the date of the last general partner's withdrawal have the right to admit new participants to the partnership in order to preserve the partnership. In this case, general partners or contributors - citizens have the right to also transform a limited partnership into a general partnership.

3. If only general partners or only investors remain in a limited partnership, then they also have the right to perform the actions provided for in paragraph 3 of Article 24 of this Law.

4. In the event of liquidation of a limited partnership, investors have a priority right over general partners to receive contributions from the property of the partnership remaining after satisfaction of the claims of its creditors. The property of a limited partnership remaining after this is distributed among general partners and investors in proportion to their contributions to the property of the partnership, unless otherwise established by the founding documents.

Chapter III
Limited Liability Company

Article 36. The concept of a limited liability company

1. A limited liability company is a business company, the participants of which are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions.

Participants of a limited liability company who have not fully made contributions to the authorized capital shall bear joint and several property liability for the obligations of the company within the value of the unpaid part of the contribution of each of the participants.

Article 37. Rights and obligations of participants in a limited liability company

1. Participants of a limited liability company have the right to:

1) participate in the management of a limited liability company in the manner prescribed by this Law and the constituent documents of the company, including taking part in the distribution of profits received by the company;

2) receive full information about the activities of a limited liability company, including getting acquainted with the accounting and other documentation of a limited liability company;

3) receive profit from the activities of the limited liability company at the end of the year, depending on the size of their shares in the property of the limited liability company, unless otherwise provided by the constituent documents;

4) withdraw from the limited liability company in accordance with the established procedure;

5) receive, in the event of liquidation of a limited liability company, a part of its property corresponding to their share in the property of the partnership remaining after settlements with creditors, or its value.

2. Participants of a limited liability company may also have other rights provided for by this Law, other regulatory legal acts of the Kyrgyz Republic and constituent documents of a limited liability company.

3. Waiver of the rights provided for by this Law and other regulatory legal acts of the Kyrgyz Republic for participants in a limited liability company, or their restriction by agreement, including by agreement of participants in a limited liability company, are invalid.

4. Participants of a limited liability company are obliged:

1) comply with the constituent documents of the limited liability company;

2) participate in the activities of a limited liability company in the manner prescribed by the constituent documents;

3) contribute shares in the manner, manner and amount provided for by the constituent documents of the limited liability company;

4) not to disclose information declared by the limited liability company as a trade secret.

5. Participants of a limited liability company may also bear other obligations provided for by this Law, other regulatory legal acts of the Kyrgyz Republic and constituent documents.

6. If a participant in a limited liability company fails to fulfill his obligations stipulated by this Law, other regulatory legal acts of the Kyrgyz Republic and constituent documents, which caused harm to the limited liability company or its other participants, other participants shall have the right to demand compensation from such participant, and if infliction of significant harm - his exclusion from society in a judicial proceeding.

Article 38. Authorized capital of a limited liability company. Shares of participants in the property of a limited liability company

1. Participants of a limited liability company form an authorized capital, the amount of which the participants determine in the constituent documents.

To issue bonds, a company must meet the following requirements:

1) be break-even for the last reporting year and for the sum of the last three years;

2) continuously carry out its activities during the last year;

3) the financial statements of the company must be confirmed by the conclusion of an independent auditor;

4) have the following controls:

a) general meeting of participants;

b) Board of Directors;

c) executive body;

d) audit commission;

5) have a corporate governance code.

To issue bonds, a company formed by reorganization must approve at least one annual balance sheet after reorganization, and also comply with the requirements of this article.

2. The amount of the authorized capital determined by the participants in the constituent documents is paid by its participants in full during the first year of the company's activity from the moment of state registration.

In case of violation of this obligation, the company must either declare a decrease in its authorized capital and register its decrease in the prescribed manner, or terminate its activities through liquidation.

3. Shares of participants in the property of a limited liability company are determined according to the rules of Article 7 of this Law.

4. If, at the end of the second and each subsequent financial year, the value of the net assets of a limited liability company turns out to be less than the authorized capital, the company is obliged to declare, in compliance with the requirements of paragraph 4 of Article 6 of this Law, and register in the prescribed manner, the decrease in its authorized capital.

5. An increase in the authorized capital of a limited liability company may be carried out only after all participants have made their contributions to the authorized capital of the company, declared in the constituent documents.

6. Members of a limited liability company may increase or decrease the size of the authorized capital.

The decision of the participants to change the authorized capital comes into force from the moment of re-registration of the limited liability company.

Article 41. Control over the activities of the executive body of a limited liability company

1. The general meeting of participants in a limited liability company, in order to control the activities of the executive body of the company, has the right to form an audit commission.

2. The audit commission of a limited liability company may include members of the company and persons entitled to engage in audit activities, independent experts in the field of finance and accounting and other persons.

Members of the executive bodies of the Company's Board of Directors cannot be members of the Audit Commission.

3. The audit commission, when conducting an audit of the financial and economic activities of the executive body of a limited liability company, has the right to require members of the executive body to submit all necessary materials, accounting and other documents and personal explanations. The audit commission sends the results of its inspections to the general meeting of participants in a limited liability company.

4. Audits of the financial and economic activities of the executive body of a limited liability company are carried out in the manner determined by the general meeting of participants.

5. In cases stipulated by the regulatory legal acts of the Kyrgyz Republic or by the decision of the general meeting of participants in a limited liability company, the audit commission draws up an opinion on the annual balance sheet and other reports of the company. In this case, the general meeting of participants without the conclusion of the audit commission is not entitled to approve the annual balance sheet and other reports of the company and distribute its profits and losses.

6. Participants in a limited liability company have the right to provide for a procedure for controlling the activities of the company's executive body, which is different from this article.

7. The general meeting of participants in a limited liability company, in cases provided for by the regulatory legal acts of the Kyrgyz Republic, is obliged to organize an independent audit of the company's activities.

8. At the request of any of its participants, a auditing activities of a limited liability company. In this case, the payment of expenses for the audit is carried out at the expense of the participant who requested the audit and the company in equal shares, unless otherwise provided by the constituent documents of the company.

9. Public reporting of a limited liability company is not required, with the exception of cases provided for by law or the constituent documents of the company.

Article 42

In the event of a change in the composition of the participants in a limited liability company, appropriate changes must be made to the constituent documents.

Article 43. Withdrawal of a participant from a limited liability company

1. Participants of a limited liability company have the right to withdraw from the company at any time, regardless of the consent of other participants. Refusal to participate in the society must be declared by the participant at least one month before the actual withdrawal from the society.

The constituent documents of a limited liability company may provide for a different period for the participant to submit an application for withdrawal from the company.

2. A participant who has withdrawn from a limited liability company is paid the value of a part of the company's property in the manner, in the manner and within the time limits provided for in Article 16 of this Law.

Article 44. Transfer of a share of a participant in the property of a limited liability company

1. A participant in a limited liability company has the right to sell or otherwise assign his share in the property of the company, corresponding to his share in the authorized capital of the company, or part of it to one or more participants in this company.

The share of a participant in a limited liability company may be alienated until he makes his full contribution to the charter capital only to the extent that the contribution has been paid, unless otherwise provided by the constituent documents of the company.

2. Alienation by a participant of his share (its part) in the property of a limited liability company to third parties is allowed.

Participants in a limited liability company enjoy the pre-emptive right to purchase a share of a participant (its part) in proportion to the size of their shares in the property of the company, unless the charter of the company or agreement of its participants provides for a different procedure for exercising this right.

In the event that the participants in a limited liability company do not use their pre-emptive right within a month from the date of notification or within another period provided for by the company's charter or agreement of its participants, the participant has the right to assign his share to any third parties.

3. If, in accordance with the charter, the alienation of a share of a participant (its part) in the property of a limited liability company is not allowed to third parties, and other participants in the company have refused to purchase it, the company is obliged to pay the participant its actual market value or give him in kind property corresponding to such a cost.

4. In the event of the acquisition of a share of a participant (its part) by the limited liability company itself, it is obliged to sell it to other participants or third parties within the time and in the manner prescribed by the constituent documents of the company, or reduce its authorized capital in accordance with paragraph 4 of Article 38 of this Law . During this period, the distribution of profits, as well as voting in supreme body are made without taking into account the share acquired by the company.

5. In the event of the death or declaration of death of a citizen - a member of a limited liability company or termination of activity (liquidation or reorganization) of a legal entity - a member of the company, his share in the property of the company shall pass to successors (heirs).

If a deceased or declared deceased citizen - a member of a limited liability company or a legal entity - a member of a company that has terminated its activities, has not fully contributed to the authorized capital of the company, then their legal successor (heir) is paid only the amount of the contributed part of the contribution, unless otherwise established the charter of the society.

Article 45. Exclusion of a participant from a limited liability company

1. A participant in a limited liability company may be expelled from the company only by a court decision only in case of causing significant harm to the company or its other participants.

2. The exclusion of a participant from a limited liability company is carried out in the manner prescribed by paragraphs 3 and 4 of Article 18 of this Law.

Article 46

1. Foreclosure on the share of a participant in the property of a limited liability company for his personal debts is allowed only if this participant lacks other property to cover his debts. The creditors of such a participant have the right to demand from the limited liability company the payment of the value of a part of the company's property corresponding to the debtor's share in the authorized capital, or the separation of this part of the property in order to levy execution on it. The part of the company's property to be apportioned or its value is determined according to the balance sheet drawn up at the time of presentation of the claim by the creditors.

2. If a participant has partially contributed to the authorized capital of a limited liability company, then creditors have the right to demand the allocation of the amount of this contribution, unless otherwise established by the charter of the company.

3. Foreclosure on the entire share of a participant in the property of a limited liability company terminates his participation in the company.

Article 47

1. If a citizen - participant of a limited liability company is recognized as missing or incapacitated, his guardian may participate in the activities of the company as a legal representative of this participant, unless otherwise provided by the constituent documents of the company.

2. If a citizen-participant of a company is recognized as having limited legal capacity, he may participate in the activities of the company with the consent of the trustee, unless otherwise established by the constituent documents of the company.

Article 48. Consequences of withdrawal of participants from a limited liability company

When a participant withdraws from a limited liability company, the shares of the remaining participants increase in proportion to their initial size, established on the day the participant leaves the company, unless otherwise provided by the constituent documents or agreement of the participants in the company.

Article 49. Admission of new members to a limited liability company

1. Admission of new participants in a limited liability company is possible only with the consent of all participants in the company, unless otherwise provided by the constituent documents of the company.

2. When accepting new participants, the constituent documents of a limited liability company are amended regarding:

1) a new size of the authorized capital and shares of the company's participants;

2) the amount, procedure, terms and method of making contributions by new participants to the authorized capital of the company;

3) other conditions necessary for the admission of a new participant.

Article 50. Additional contributions of participants in a limited liability company

By decision of the general meeting of participants in a limited liability company, additional contributions may be provided. The decision on this issue is taken by a qualified majority of two-thirds of the votes of all participants in the company, unless the charter of the company provides for the unanimity of all participants. At the same time, the shares of the participants can be proportionally changed.

Article 51

1. The activity of a limited liability company is terminated on the grounds provided for in Article 9 of this Law.

2. A limited liability company can only be transformed into a joint stock company.

Chapter IV
Joint-stock company

(Repealed in accordance with the Law of the Kyrgyz Republic dated March 27, 2003 No. 64)

Article 80. Procedure for the entry into force of this Law

2. Recognize as invalid the Law of the Republic of Kyrgyzstan "On Joint Stock Companies in the Republic of Kyrgyzstan" dated June 26, 1991 No. 513-XII, as amended on December 17, 1992 No. 1084-XII, January 11, 1994 No. 1367-XII, May 28, 1994 No. 1563-XII, November 21 and December 28, 1995 No. 38-I since the entry into force of this Law.

3. To the Government of the Kyrgyz Republic:

Bring your decisions in line with this Law;

Adopt the necessary regulatory acts on issues referred by this Law to the competence of the Government of the Kyrgyz Republic.

4.1. Status and types of business entities

4.1.1. The improvement of the legislation on business companies should be carried out, firstly, by reducing the plurality of laws that establish the features of civil legal status certain types of business entities (which will minimize contradictions in legal regulation); secondly, by the maximum specification of the legal norms contained in them.

4.1.2. The Civil Code should remain the main source of legal regulation of relations arising within business entities. In the future, all the rules of law that determine the civil law status of business entities could be included in the Civil Code. The experience of including provisions on business companies in a single codified act exists in France, Switzerland, and the Netherlands. A similar solution was planned in the draft Civil Code of the Russian Empire.

In any case, it is the Civil Code that should fix all the main criteria that characterize the types of business companies, which will avoid the adoption of laws establishing the features of the legal status of new, often dubious modifications of business companies (for example, "joint stock companies of workers").

4.1.3. At the current stage of improving the legislation on business companies, it is advisable to adopt a single law on business companies. This approach is supported by the presence of many general norms, which, with minor exceptions, can be applied to all types of business entities.

4.1.4. It is advisable to leave two main types of business companies in civil law: joint-stock companies and limited liability companies. There are no sufficient grounds for maintaining additional liability companies (Article 95 of the Civil Code), which have not received practical distribution. A similar approach was reflected in the recommendatory act "On Limited Liability Companies", approved by the Inter-Parliamentary Assembly of the Commonwealth of Independent States on November 2, 1996, and in the Concept for the Development of Corporate Legislation for the Period up to 2008, approved by the Government of the Russian Federation on May 18, 2006.

It is also advisable to abandon the use in the Civil Code of the concepts "prevailing society" and "dependent society" as not justified in practice and not carrying a special semantic load.

4.1.5. At the same time, the Civil Code and the Federal Law "On Joint-Stock Companies" must fix the features of the functioning of public joint-stock companies (known to German, English and American corporate law), which recognize joint-stock companies from the moment of state registration of the prospectus of their shares to be placed among an unlimited number of persons by open subscription. Such features are fragmentarily provided only by the Federal Law "On the Securities Market", while they should first of all be established in the Civil Code and in the Federal Law "On Joint Stock Companies".

These features of public joint-stock companies should be, in particular: 1) increased requirements for the minimum amount of authorized capital; 2) mandatory membership in the board of directors of independent directors; 3) in the public conduct of its affairs by such a company, manifested in the disclosure of information about its activities (it is advisable to fix in the law the criteria for disclosure of information contained in the First Directive of the EU on publication of 1968); 4) there is a specialized registrar who maintains the register of shareholders and performs the functions of a counting commission at general meetings of shareholders.

4.1.6. Joint stock companies that do not have a public status should not be converted into limited liability companies, which actually happens with closed joint stock companies. In this regard, it seems unacceptable to restrict the circulation of shares of such companies, including by securing for their participants the pre-emptive rights to acquire shares alienated to third parties (clause 2 of Article 97 of the Civil Code). In this regard, artificial allocation of types of joint-stock companies (open and closed) should be abandoned.

4.1.7. The provisions of the Civil Code on the main and subsidiaries need to be improved. The grounds for the liability of the "parent" company for the debts of the subsidiary must be unified in all legislative acts and focused on the wording of paragraph 2 of Article 105 of the Civil Code. Such responsibility for general rule should occur in the absence of guilt, and only in bankruptcy - in the presence of any form of guilt in the activities of the "parent" company. It also seems that the said liability should arise in all cases when it is caused by the execution by the subsidiary of the decisions of the "parent" company.

4.1.8. Legislative norms on "companies of one person" must be supplemented with rules on the subsidiary liability of their founder (participant) for the debts (transactions) of such legal entities if the latter have insufficient property, if the business entity made such transactions in pursuance of the will (instructions) of its sole founder (participant). ).

4.1.9. A clearer structure of organs should be fixed joint-stock company with a clear separation of management and control functions. For these purposes, it is necessary to abandon the terminological confusion in the name of the control body. It should be referred to as the supervisory board and not "the board of directors (supervisory board)". To separate these functions, it is also necessary to establish a ban on combining positions in the supervisory board and the board of the joint-stock company.

4.1.10. It is also advisable to extend the principles underlying the rules of Article 105 of the Civil Code on the liability of the main ("parent") companies for the debts of subsidiaries to the "internal" relations that develop between business companies, persons who are members of the executive bodies, and participants. In such situations, the role of "parent companies" will be played by persons who determined the will of the company to conclude the relevant transaction (persons who are members of the executive bodies, a shareholder or other participant with a knowingly controlling stake (stakes), etc.).

4.1.11. It seems appropriate to establish in the Civil Code the general rules on the possibility of concluding mutual agreements by the participants of economic companies, known to many foreign legal orders as "shareholder agreements"<*>. Their subject may be: coordinated voting of participants on any issues, including candidates for the corporate management bodies; the right or obligation to sell or buy out by one participant the shares of another participant or the pre-emptive right to purchase them; prohibition to transfer shares (shares) to third parties; the obligation to transfer to other parties to the agreement dividends or other payments received in connection with the right to participate in the corporation.

<*>Currently, they are already provided for in paragraph 3 of Art. eight federal law of February 8, 1998 N 14-FZ "On Limited Liability Companies" (as amended by the Federal Law of December 30, 2008 N 312-FZ), as well as clause 4 of Art. 3 Model Legislative Provisions for the CIS Member States on the Protection of the Rights of Investors in the Securities Market.

At the same time, these agreements cannot change the corporate structure, the procedure for making corporate decisions, and other corporate rules established based on third parties that are not parties to the shareholder agreement. Their conditions cannot contradict legislative, including antimonopoly prohibitions, the nature of relations or public interests, and also serve as a basis for invalidating the decisions of the bodies of a business entity.

4.2. Authorized capital of business companies

4.2.1. Russian legislation follows the European legal tradition, according to which the presence of a "hard" authorized capital in a business entity is mandatory. At present, there are no sufficient grounds to abandon this legal category, but if it is retained, it should be ensured that it performs the functions for which it was created (providing start-up capital for the company's activities and guaranteeing the rights of creditors). Modern legal regulation of the authorized capital does not solve this problem. In most highly developed European legal orders and in EU regulations (in particular, in the Second Directive of 1976), the minimum authorized capital is significantly higher than in Russian legislation.

4.2.2. In this regard, it is necessary to increase the size of the authorized capital for business entities. This will not create artificial obstacles to the development of small business, because it can be carried out in the form of individual entrepreneurship, simple partnership agreements (on joint activities), as well as in the form of a production cooperative, undeservedly forgotten by modern legislation, while economic societies have always been and remain a form of large and medium business.

Taking into account the experience of European law and order, it is advisable to work towards establishing the amount of the authorized capital for an LLC in the amount of at least 1 million rubles. (about 22 - 25 thousand euros), and for joint-stock companies - in the amount of at least 2 million rubles. (about 45 - 50 thousand euros). This minimum amount may be increased for those joint-stock companies that resort to an open (public) subscription to shares.

4.2.3. When establishing a business company, a significant part of the authorized capital determined by law must be paid in monetary form by the time of state registration, and in the rest - in cash and (or) real estate. When other economic companies (organizations of a holding type) are created by some business companies, payment of the authorized capital of new legal entities with shares and (or) participation interests of the founders and other business companies is also allowed.

With a subsequent increase in the size of the authorized capital, non-monetary contributions are allowed. However, restrictions should be placed on non-monetary contributions to the share capital (similar to those provided for in EU directives and in the legislation of a number of foreign countries). Non-monetary contributions can be things and rights that have a monetary value; at the same time, the rights to use property (lease rights, etc., at the same time, it is possible to introduce rights under a license agreement), as well as certain types of securities (such as bills and bonds) and the rights of claim of a participant in a business society, both to the society itself and to a third party. At the same time, the assessment of a non-monetary contribution should be carried out only by an independent appraiser, who should bear subsidiary liability in the amount of the overestimation of the value of the non-monetary contribution allowed by him.

4.2.4. It is advisable to prohibit or significantly limit the mutual participation of economic companies in the authorized capital of each other (cross ownership). The absence of such restrictions allows the managers of the parent company through a subsidiary (shareholder of the parent company) to vote at general meetings of shareholders of the parent company. As a consequence of the violation of such a prohibition, it can be established that the shares (shares) acquired with its violation do not provide their owners with any rights (they do not vote, do not participate in determining the quorum of the general meeting of shareholders, they do not accrue dividends, etc.) . It is also possible to establish subsidiary liability of persons controlling such companies in cases where their will is imposed on them, including for the results of transactions made by the company or when it is brought to bankruptcy.

4.2.5. It is advisable to abandon the construction of fractional shares as special objects of civil circulation by establishing an appropriate prohibition in the Civil Code. The concept of "fractional share" does not correspond either to the main provisions of the legislation establishing the features of the legal regime of securities, or to the civil law doctrine in general and the concept of a fixed authorized capital in particular. When a share is "split", its former owner must be paid appropriate monetary compensation.

4.2.6. The structures of major transactions and interested party transactions, formally intended to preserve the property of a business entity, are in fact widely used to refuse completed and even fully or partially executed transactions. This undermines the property turnover and is in sharp contradiction with the property interests of counterparties (creditors) of joint-stock companies, on which the burden (risk) of bearing the consequences of unfair or illegal actions of the elected executive bodies of the company is unreasonably shifted.

The possibility of protecting the interests of economic companies when they make major transactions and transactions with interest by challenging such transactions should be recognized for them only in cases where the economic company (plaintiff) is a bona fide counterparty who did not know and should not have known about the violation of the procedure for making such transactions its executive body. In this case, the plaintiff must bear the burden of proving his good faith.

1. Business partnerships and companies are corporate commercial organizations with the authorized (share) capital divided into shares (contributions) of the founders (participants). The property created at the expense of the contributions of founders (participants), as well as produced and acquired by a business partnership or company in the course of its activity, belongs to the business partnership or company by the right of ownership.

The scope of powers of participants in a business partnership is determined in proportion to their shares in the charter capital of the company. A different scope of powers of participants in a non-public economic company may be provided for by the charter of the company, as well as by a corporate agreement, provided that information about the existence of such an agreement and the scope of powers of the company’s participants provided for by it is entered in the unified state register of legal entities.

2. In the cases provided for by this Code, a business partnership may be created by one person who becomes its sole participant.

A business partnership may not have as its sole participant another business partnership consisting of one person, unless otherwise established by this Code or other law.

3. Business partnerships may be created in the organizational and legal form of a full partnership or limited partnership (limited partnership).

4. Business companies may be created in the legal form of a joint-stock company or a limited liability company.

5. Participants in general partnerships and general partners in limited partnerships may be individual entrepreneurs and commercial organizations.

Citizens and legal entities, as well as public legal entities (Article 125), may be participants in economic companies and investors in limited partnerships.

6. State bodies and local self-government bodies are not entitled to participate on their own behalf in economic partnerships and companies.

Institutions may be participants in economic companies and investors in limited partnerships with the permission of the owner of the property of the institution, unless otherwise provided by law.

The law may prohibit or restrict the participation of certain categories of persons in business partnerships and companies.

Business partnerships and companies may be founders (participants) of other business partnerships and companies, except as otherwise provided by law.

7. Features legal status credit institutions, insurance organizations, clearing organizations, specialized financial companies, specialized project finance companies, professional participants in the securities market, joint-stock investment funds, management companies of investment funds, mutual investment funds and non-state pension funds, non-state pension funds and other non-credit financial organizations, joint-stock companies of employees (people's enterprises), as well as the rights and obligations of their participants are determined by the laws governing the activities of such organizations.

Comments to Art. 66 of the Civil Code of the Russian Federation

1. Business partnerships and companies - the main characters modern commercial activity. They allow you to combine the capital and personal activities of participants in order to achieve a common economic goal. In addition, business companies provide an opportunity to limit the entrepreneurial risk of participants, which largely explains their attractiveness.

2. Business partnerships and companies have two main qualifying features. First, they are commercial organizations, i.e. legal entities pursuing as the main goal of their activities the extraction of profit, which can be distributed among the participants (see article 50 and commentary to it). Secondly, they have an authorized or share capital, divided into shares of participants. The share in the authorized (share) capital does not inform the participant of any rights in rem on the property of a partnership (company), which belongs to the latter on the basis of ownership as a legal entity (see paragraph 2 of article 48 and comments to it, as well as paragraph 17 of the Decree of the Plenums of the Supreme Court of the Russian Federation and the Supreme Arbitration Court of the Russian Federation N 6/8, paragraph 18 of the Review of the practice of resolving disputes related to the protection of property rights and other rights in rem (attachment to the information letter of the Supreme Arbitration Court of the Russian Federation dated April 28, 1997 N 13 // Bulletin of the Supreme Arbitration Court of the Russian Federation. 1997. N 7. P. 91). the obligations of a participant in relation to the partnership (company), i.e. the right to receive a certain part of the profit and the liquidation balance or the value of a certain part of the property of the partnership (company) upon leaving it, as well as the rights of the participant to manage the partnership (company).

Since the authorized (share) capital has great importance to protect the interests of creditors of a partnership (company), its regulation in the Civil Code and special laws issued in accordance with it is devoted whole line provisions. For business companies, for the obligations of which their participants (as a general rule) are not personally liable, the minimum amount of the authorized capital is established and detailed rules concerning its payment, increase and decrease. In addition, for all partnerships and companies, there are rules governing the ratio of the authorized (share) capital with the net assets of the partnership (company) (see paragraph 2 of article 74, paragraph 4 of article 90, paragraph 4 of article 99 and comments . to them).

3. In accordance with paragraphs 2 and 3 of the commented article, business partnerships and companies can be created in strictly defined forms - a general partnership, a limited partnership (limited partnership), a joint-stock company, a limited liability company or an additional liability company. All these organizational and legal forms were known Russian legislation and earlier, however, they were covered by a single generic concept of "commercial partnership", which corresponded to the tradition of the Romano-Germanic legal system. The Civil Code, following the Fundamentals of the Civil Law, divided them into two groups - business partnerships and business companies, although it did not provide independent definitions. It is obvious that this division is based on the now widely spread doctrine that a partnership is an association of persons, and a society is an association of capitals. Proceeding from this, the following main differences in the legal status of partnerships and companies are revealed, carried out in the Civil Code with varying degrees sequence: 1) the partnership, despite the possession of its own legal personality, is considered as a contractual association. It operates on the basis of a constituent agreement, and not a charter, like most other legal entities; 2) since a partnership is an association of persons intending to jointly carry out entrepreneurial activities, only individual entrepreneurs and commercial organizations can be its participants, while such a restriction is not provided for participation in companies; 3) the participants in the partnership under all circumstances bear unlimited joint and several liability for its obligations. Such liability can be assigned to the participants of the company only on a limited range of grounds expressly provided for by the Civil Code (see Articles 56, 95, 105 and comments to them); 4) a person may participate as a general partner in only one partnership; 5) a partnership cannot be created by one person, but such a possibility is allowed for a company; 6) an indispensable condition for the establishment and operation of the company is its proper capitalization. Therefore, the law quite strictly regulates the formation of the company's authorized capital, changing its size, as well as maintaining the company's assets at a level no less than the authorized capital; 7) associations do not have a system of organs typical for associations. The affairs of the partnership are conducted by the participants themselves, while in a society these functions can be carried out by hired persons; 8) the trade name of the partnership must necessarily include the name (name) of at least one of the participants. In society, however, it can be arbitrary; 9) participation in a company is transferred more freely than in a partnership; 10) changes in the composition of the participants in the company do not affect its existence in any way, while the retirement of a general partner, as a general rule, entails the termination of the partnership; 11) in the legal regulation of companies is quite high specific gravity imperative rules. Partnerships are regulated mainly by dispositive norms.

4. The property of a business partnership or company is initially formed from the contributions of the founders. Only such things and property rights that can be valued in money can act as a contribution. In this regard, Decree of the Plenums of the Supreme Court of the Russian Federation and the Supreme Arbitration Court of the Russian Federation No. 6/8 clarifies that an object cannot be a contribution to the property of a business partnership or company intellectual property(patent, copyright, including a computer program, etc.) or know-how. However, the right to use such an object transferred to a company or partnership in accordance with a license agreement, which must be registered in the manner prescribed by law, may be recognized as a contribution. This explanation seems questionable, or at least inconsistent. It is not clear how the right to use an object, which itself does not have a monetary value, can have a monetary value. In addition, the conclusion that any object of intellectual property is not subject to monetary value seems to be erroneous from the point of view of economic realities. It has long been proven by commercial practice that at least such objects of exclusive rights as an invention certified by a patent, a trademark, a service mark, a computer program, a selection achievement, an industrial design, utility model, have unconditional economic value and, therefore, are quite amenable to monetary valuation.

On the contrary, non-material benefits (see Article 150 and commentary to it), as well as professional skills, knowledge, skills and other personal qualities, are not capable by their nature of having a monetary value and therefore cannot be a contribution to the property of a business company or partnership.

Article 66

(As amended by the Federal Law of 05.05.2014 N 99-FZ)

1. Business partnerships and companies are corporate commercial organizations with authorized (share) capital divided into shares (contributions) of founders (participants). The property created at the expense of the contributions of founders (participants), as well as produced and acquired by a business partnership or company in the course of its activity, belongs to the business partnership or company by the right of ownership.

2. In the cases provided for by this Code, a business partnership may be created by one person who becomes its sole participant.

A business partnership may not have as its sole participant another business partnership consisting of one person, unless otherwise established by this Code or other law.

3. Business partnerships may be created in the organizational and legal form of a full partnership or limited partnership (limited partnership).

4. Business companies may be created in the legal form of a joint-stock company or a limited liability company.

5. Participants in general partnerships and general partners in limited partnerships may be individual entrepreneurs and commercial organizations.

Citizens and legal entities, as well as public legal entities (Article 125), may be participants in economic companies and investors in limited partnerships.

6. State bodies and local self-government bodies are not entitled to participate on their own behalf in business partnerships and companies.

Institutions may be participants in economic companies and investors in limited partnerships with the permission of the owner of the property of the institution, unless otherwise provided by law.

The law may prohibit or restrict the participation of certain categories of persons in business partnerships and companies.

Business partnerships and companies may be founders (participants) of other business partnerships and companies, except as otherwise provided by law.

7. Features of the legal status of credit institutions, insurance companies, clearing organizations, specialized financial companies, specialized project financing companies, professional participants in the securities market, joint-stock investment funds, management companies of investment funds, mutual investment funds and non-state pension funds, non-state pension funds and other non-credit financial organizations, joint-stock companies of employees (people's enterprises), as well as the rights and obligations of their participants are determined by the laws governing the activities of such organizations.

Article 66.1. Contributions to the property of a business partnership or company

1. The contribution of a participant in a business partnership or company to its property may be money, things, shares (shares) in the authorized (share) capital of other business partnerships and companies, state and municipal bonds. Such a contribution may also be exclusive, other intellectual rights and rights under license agreements subject to monetary value, unless otherwise provided by law.

2. The law or the constituent documents of a business partnership or company may establish the types of property specified in paragraph 1 of this article, which cannot be contributed to pay for shares in the authorized (share) capital of a business partnership or company.

Article 66.2. Basic provisions on the authorized capital of a business company

(introduced by the Federal Law of 05.05.2014 N 99-FZ)

1. The minimum amount of authorized capital of business companies is determined by the laws on business companies.

The minimum size of the authorized capital of business companies engaged in banking, insurance or other activities subject to licensing, as well as joint-stock companies using an open (public) subscription for their shares, are established by laws that determine the specifics of the legal status of these business companies.

2. When paying the charter capital of a business company, funds in an amount not less than minimum size authorized capital (paragraph 1 of this article).

Monetary valuation of a non-monetary contribution to the charter capital of a business entity must be carried out by an independent appraiser. Participants in a business partnership are not entitled to determine the monetary value of a non-monetary contribution in an amount exceeding the value of the value determined by an independent appraiser.

3. When paying for shares in the authorized capital of a limited liability company not in cash, but with other property, the participants in the company and an independent appraiser in the event of insufficient property of the company jointly and severally bear subsidiary liability for its obligations within the amount by which the valuation of the property contributed to the authorized capital is overestimated , within five years from the date of state registration of the company or the introduction of appropriate amendments to the charter of the company. When contributing to the authorized capital of a joint-stock company not Money, and other property, the shareholder who made such payment, and an independent appraiser in case of insufficiency of the company's property jointly and severally bear subsidiary liability for its obligations within the amount by which the valuation of the property contributed to the authorized capital is overestimated, within five years from the date of state registration of the company or making appropriate changes to the charter of the company.

The rules of this paragraph on the liability of a member of a company and an independent appraiser shall not apply to business companies created in accordance with laws on privatization through the privatization of state or municipal unitary enterprises.

4. Unless otherwise provided by laws on business companies, the founders of a business company are obliged to pay at least three quarters of its charter capital prior to the state registration of the company, and the rest of the charter capital of the business company - during the first year of the company's operation.

In cases where, in accordance with the law, state registration of a business company without advance payment of three-quarters of the authorized capital, the participants of the company bear subsidiary liability for its obligations that arose before the moment of full payment of the authorized capital.

Article 66.3. Public and non-public societies

(introduced by the Federal Law of 05.05.2014 N 99-FZ)

1. A joint-stock company is public, the shares of which and the securities of which convertible into its shares are publicly placed (by open offering) or publicly traded on the terms established by the laws on securities. The rules on public companies also apply to joint-stock companies, the charter and company name of which contain an indication that the company is public.

2. A limited liability company and a joint stock company that does not meet the criteria specified in paragraph 1 of this article shall be recognized as non-public.

3. By decision of the participants (founders) of a non-public company, adopted unanimously, the following provisions may be included in the charter of the company:

1) on the transfer for consideration by the collegial management body of the company (clause 4 of Article 65.3) or the collegial executive body of the company of issues referred by law to the competence of the general meeting of participants in the economic company, with the exception of issues:

amending the charter of a business company, approving the charter in a new edition;

reorganization or liquidation of a business company;

determination of the quantitative composition of the collegial management body of the company (clause 4 of Article 65.3) and the collegial executive body (if its formation is referred to the competence of the general meeting of participants in the economic company), election of their members and early termination of their powers;

determining the number, par value, category (type) of declared shares and the rights granted by these shares;

increasing the authorized capital of a limited liability company disproportionately to the shares of its participants or by admitting a third party to the membership of such a company;

approval of internal regulations or other internal documents (Item 5 of Article 52) of a business entity that are not constituent documents;

2) on assigning the functions of the collegial executive body of the company to the collegial management body of the company (clause 4 of Article 65.3) in full or in part, or on the refusal to create a collegial executive body if its functions are carried out by the said collegial management body;

3) on the transfer to the sole executive body of the company of the functions of the collegial executive body of the company;

4) on the absence of an audit commission in the company or on its creation only in cases provided for by the charter of the company;

5) on a procedure different from the procedure established by laws and other legal acts for convening, preparing and holding general meetings of participants in a business company, making decisions by them, provided that such changes do not deprive its participants of the right to participate in the general meeting of a non-public company and to receive information about him;

6) on requirements other than those established by laws and other legal acts of the requirements for the quantitative composition, the procedure for the formation and holding of meetings of the collegial management body of the company (clause 4 of Article 65.3) or the collegial executive body of the company;

7) on the procedure for exercising the pre-emptive right to purchase a share or part of a share in the authorized capital of a limited liability company or the pre-emptive right to acquire shares placed by a joint-stock company or securities convertible into its shares, as well as on the maximum share of participation of one participant in a limited liability company in the authorized the capital of the company;

8) on assignment to the competence of the general meeting of shareholders of issues that are not related to it in accordance with this Code or the law on joint-stock companies;

9) other provisions in cases provided for by laws on business companies.

4. In cases where the provisions provided for by paragraph 3 of this article are not among the provisions subject to mandatory inclusion in the charter of a non-public business company in accordance with this Code or other laws, they may be provided for by a corporate agreement, the parties to which are all participants in this society.

Article 67. Rights and obligations of a participant in a business partnership and company

(As amended by the Federal Law of 05.05.2014 N 99-FZ)

1. A participant in a business partnership or company, along with the rights provided for participants in corporations by paragraph 1 of Article 65.2 of this Code, is also entitled to:

take part in the distribution of the profits of the partnership or company in which he is a member;

receive, in the event of the liquidation of the partnership or company, part of the property remaining after settlements with creditors, or its value;

demand the exclusion of another participant from the partnership or company (except for public joint-stock companies) in a judicial proceeding with the payment of the actual value of his share of participation to him, if such participant by his actions (inaction) caused significant harm to the partnership or company or otherwise significantly impedes its activities and achievement of goals for which it was created, including grossly violating its obligations under the law or the constituent documents of the partnership or company. Waiver of this right or its restriction is void.

Participants in business partnerships or companies may also have other rights provided for by this Code, laws on business companies, constituent documents of the partnership or company.

2. A participant in a business partnership or company, along with the obligations stipulated for participants in corporations by paragraph 4 of Article 65.2 of this Code, is also obliged to make contributions to the authorized (reserve) capital of the partnership or company, of which he is a member, in the manner, in amounts, in ways that provided for by the founding document of a business partnership or company, and contributions to other property of a business partnership or company.

Participants in business partnerships and companies may also bear other obligations stipulated by law and their constituent documents.

Article 67.1. Features of management and control in business partnerships and companies

(introduced by the Federal Law of 05.05.2014 N 99-FZ)

1. Management in a general partnership and a limited partnership is carried out in accordance with the procedure established by Articles 71 and 84 of this Code.

2. The exclusive competence of the general meeting of participants in a business partnership, along with the issues specified in paragraph 2 of Article 65.3 of this Code, includes:

1) change in the size of the authorized capital of the company, unless otherwise provided by laws on business companies;

2) making a decision on the transfer of powers of the sole executive body of the company to another economic company (managing organization) or individual entrepreneur(manager), as well as the approval of such a managing organization or such manager and the terms of the contract with such managing organization or with such a manager, if the charter of the company does not refer the resolution of these issues to the competence of the collegial management body of the company (paragraph 4 of Article 65.3);

3) distribution of profits and losses of the company.

3. The adoption of a decision by the general meeting of participants in a business partnership and the composition of the participants in the company who were present at its adoption are confirmed in relation to:

1) a public joint-stock company by a person who maintains the register of shareholders of such a company and performs the functions of a counting commission (paragraph 4 of Article 97);

2) a non-public joint-stock company by notarization or certification by a person who maintains the register of shareholders of such a company and performs the functions of a counting commission;

3) limited liability companies by notarization, if there is no other way (signing of the protocol by all participants or part of the participants; using technical means, allowing to reliably establish the fact of the decision; otherwise, not contrary to law) is not provided for by the charter of such a company or by a decision of the general meeting of participants in the company, adopted by the participants of the company unanimously.

4. A limited liability company, in order to verify and confirm the correctness of its annual accounting (financial) statements, has the right, and in cases provided for by law, is obliged to annually engage an auditor who is not connected by property interests with the company or its participants (external audit). Such an audit can also be carried out at the request of any of the company's participants.

5. To check and confirm the correctness of the annual accounting (financial) statements, a joint-stock company must annually engage an auditor who is not connected by property interests with the company or its participants.

In cases and in accordance with the procedure provided for by law, the charter of the company, the audit of the accounting (financial) statements of the joint-stock company must be carried out at the request of shareholders whose aggregate share in the authorized capital of the joint-stock company is ten percent or more.

Article 67.2. Corporate agreement

(introduced by the Federal Law of 05.05.2014 N 99-FZ)

1. Participants of a business company or some of them have the right to conclude an agreement between themselves on the exercise of their corporate (membership) rights (corporate agreement), in accordance with which they undertake to exercise these rights in a certain way or to refrain (refuse) from exercising them, including to vote in a certain way at the general meeting of the company's participants, to coordinately carry out other actions to manage the company, to acquire or alienate shares in its authorized capital (shares) at a certain price or upon the occurrence of certain circumstances, or to refrain from alienating shares (shares) until the occurrence of certain circumstances.

2. A corporate agreement cannot oblige its participants to vote in accordance with the instructions of the company's bodies, determine the structure of the company's bodies and their competence.

The terms of the corporate agreement that contradict the rules of the first paragraph of this clause are void.

A corporate agreement may establish the obligation of its parties to vote at a general meeting of the company's participants for the inclusion in the company's charter of provisions defining the structure of the company's bodies and their competence, if in accordance with this Code and laws on business companies it is allowed to change the structure of the company's bodies and their competence by the company's charter .

3. The corporate agreement is concluded in writing by drawing up one document signed by the parties.

4. Participants of a business company that have concluded a corporate agreement are obliged to notify the company of the fact of concluding a corporate agreement, while its content is not required to be disclosed. In case of failure to fulfill this obligation, the participants of the company who are not parties to the corporate agreement are entitled to demand compensation for the losses caused to them.

Information about a corporate agreement concluded by the shareholders of a public joint stock company must be disclosed within the limits, in the manner and on the terms provided for by the law on joint stock companies.

Unless otherwise provided by law, information on the content of a corporate agreement concluded by participants in a non-public company is not subject to disclosure and is confidential.

5. A corporate agreement does not create obligations for persons who do not participate in it as parties (Article 308).

6. Violation of a corporate agreement may be the basis for invalidating the decision of the body of the economic company on the claim of a party to this agreement, provided that at the time the body of the economic company took the relevant decision, all participants in the corporate agreement were parties to the corporate agreement.

Recognition of the decision of the body of the economic company as invalid in accordance with this paragraph does not in itself entail the invalidity of the transactions of the economic company with third parties made on the basis of such a decision.

A transaction concluded by a party to a corporate agreement in violation of this agreement may be declared invalid by a court at the claim of a participant in a corporate agreement only if the other party to the transaction knew or should have known about the restrictions provided for by the corporate agreement.

7. The parties to a corporate agreement are not entitled to refer to its invalidity due to its contradiction with the provisions of the charter of the economic company.

8. Termination of the right of one of the parties to a corporate agreement to a share in the authorized capital (shares) of a business company does not entail the termination of the corporate agreement in respect of its other parties, unless otherwise provided by this agreement.

9. The creditors of the company and other third parties may conclude an agreement with the participants of the economic company, according to which the latter, in order to ensure the legally protected interest of such third parties, undertake to exercise their corporate rights in a certain way or refrain (refuse) from exercising them, including voting in a certain way. at the general meeting of the company's participants, to coordinately carry out other actions to manage the company, to acquire or alienate shares in its authorized capital (shares) at a certain price or upon the occurrence of certain circumstances, or to refrain from alienating shares (shares) until the occurrence of certain circumstances. The rules on a corporate agreement shall apply accordingly to this agreement.

10. The rules on a corporate agreement shall apply accordingly to an agreement on the establishment of a business entity, unless otherwise established by law or follows from the nature of the relationship between the parties to such an agreement.

Article 67.3. Subsidiary business company

(introduced by the Federal Law of 05.05.2014 N 99-FZ)

1. A business company is recognized as a subsidiary if another (main) business partnership or company, by virtue of its predominant participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise, has the ability to determine decisions made by such a company.

2. A subsidiary company is not liable for the debts of the main economic partnership or company.

The main business partnership or company is jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of instructions or with the consent of the main business partnership or company (paragraph 3 of Article 401).

In case of insolvency (bankruptcy) of a subsidiary due to the fault of the main economic partnership or company, the latter bears subsidiary liability for its debts.

3. Participants (shareholders) of a subsidiary company have the right to demand compensation by the main business partnership or company for losses caused by its actions or inaction to the subsidiary company (Article 1064).

Article 68

1. Business partnerships and companies of one type may be transformed into business partnerships and companies of another type or into production cooperatives by decision of the general meeting of participants in the manner prescribed by this Code and laws on business companies.

(As amended by the Federal Law of 05.05.2014 N 99-FZ)

2. When a partnership is transformed into a company, each general partner who has become a participant (shareholder) of the company shall, within two years, bear subsidiary liability with all his property for the obligations transferred to the company from the partnership. Alienation by a former partner of his shares (shares) does not relieve him of such liability. The rules set forth in this paragraph shall accordingly apply when a partnership is transformed into a production cooperative.

3. Business partnerships and companies cannot be reorganized into non-profit organizations, as well as in unitary commercial organizations.

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