Article 15.23 1. Failed Greenmail Case

ST 15.23.1 of the Code of Administrative Offenses of the Russian Federation

1. Illegal refusal to convene or evasion from convening a general meeting of shareholders (general meeting of owners of investment shares of a closed-end mutual investment fund), as well as illegal refusal or evasion from putting issues and (or) proposals on nominating candidates to the board on the agenda of the general meeting of shareholders directors (supervisory board), a collegial executive body, an audit commission (auditors) and a counting commission of a joint-stock company or a candidate for the position of the sole executive body of a joint-stock company -

2. Violation of the procedure or deadline for sending (delivering, publishing) a notice of a general meeting of shareholders (general meeting of owners of investment units of a closed-end mutual investment fund), as well as failure to provide or violation of the deadline for providing information (materials) to be (subject to) provision in accordance with federal laws and other regulatory legal acts adopted in accordance with them, in preparation for the general meeting of shareholders (general meeting of owners of investment units of a closed-end mutual investment fund) -

shall entail the imposition of an administrative fine on citizens in the amount of two thousand to four thousand roubles; on officials - from twenty thousand to thirty thousand rubles or disqualification for a period of up to one year; for legal entities - from five hundred thousand to seven hundred thousand roubles.

3. Violation of the requirements of federal laws and other normative legal acts adopted in accordance with them regarding the compilation of lists of persons entitled to participate in a general meeting of shareholders (a general meeting of holders of investment units of a closed unit investment fund), -

4. Non-delivery (non-delivery, non-publication) or violation of the deadline for sending (delivery, publication) of a voting ballot to a person specified in the list of persons entitled to participate in the general meeting of shareholders (general meeting of owners of investment units of a closed-end mutual investment fund), -

5. Violation of the requirements of federal laws and other regulatory legal acts adopted in accordance with them regarding the form, date or place of the general meeting of shareholders (general meeting of investment unit holders of a closed-end mutual investment fund), as well as holding a general meeting of shareholders (general meeting of investment unit holders of a closed-end mutual investment fund) in violation of the form, date, time or place of its holding, determined by the body of the joint-stock company or persons convening the general meeting of shareholders (general meeting of owners of investment shares of a closed-end mutual investment fund), -

6. Holding a general meeting of shareholders (general meeting of owners of investment units of a closed-end mutual investment fund) in the absence of the quorum required for its holding, or consideration of certain issues on the agenda in the absence of the required quorum, as well as changing the agenda of the general meeting of shareholders (general meeting of owners of investment shares of a closed-end mutual investment fund) after sending (handing over, publishing) a notice of holding a general meeting of shareholders (general meeting of holders of investment shares of a closed-end mutual investment fund) -

7. Performance of the functions of a counting commission of a joint-stock company by an improper body (person) or by persons elected to the counting commission of a joint-stock company in violation of the requirements of federal law, or by persons whose term of office has expired -

8. Illegal refusal of a member of the counting commission of a joint-stock company (a person exercising its functions) or a person convening a general meeting of owners of investment units of a closed-end unit investment fund to register for participation in the general meeting of shareholders (general meeting of owners of investment units of a closed-end unit investment fund) persons, having the right to participate in the general meeting, or violation by the said persons of the requirements of federal laws and other regulatory legal acts adopted in accordance with them for the counting of votes during voting at the general meeting to determine the results of voting, the content, form or deadline for compiling the protocol on the results of voting at the general meeting, or evasion of the indicated persons from signing the said protocol, as well as violation by a member of the counting commission of a joint-stock company (a person exercising its functions) of the requirements of federal laws and other regulatory legal acts adopted in accordance with them to the procedure for determining the quorum mind of the general meeting of shareholders -

9. Violation by the chairman or secretary of the general meeting of shareholders (general meeting of investment unit holders of a closed unit investment fund) of the requirements for the content, form or deadline for compiling the minutes of the general meeting of shareholders (general meeting of investment unit holders of a closed unit investment fund), as well as the evasion of these persons from signing of the said protocol -

shall entail the imposition of an administrative fine on citizens in the amount of one thousand to two thousand roubles; on officials - from ten thousand to twenty thousand rubles or disqualification for a period of up to six months.

10. Violation of the requirements of federal laws and other normative legal acts adopted in accordance with them in relation to announcing or bringing to the attention of shareholders (owners of investment units of a closed-end unit investment fund) the decisions adopted by the general meeting, or the results of voting -

shall entail the imposition of an administrative fine on officials in the amount of twenty thousand to thirty thousand rubles or disqualification for a term of up to one year; for legal entities - from five hundred thousand to seven hundred thousand roubles.

11. Illegal refusal to convene or avoidance of convening a general meeting of participants in a limited (additional) liability company, as well as violation of the requirements of federal laws for the procedure for convening, preparing and holding general meetings of participants in a limited (additional) liability company -

shall entail the imposition of an administrative fine on citizens in the amount of two thousand to four thousand roubles; on officials - from twenty thousand to thirty thousand rubles; for legal entities - from five hundred thousand to seven hundred thousand roubles.

Note. Member of the Board of Directors (Supervisory Board), Audit Commission, Counting Commission or Liquidation Commission of a joint-stock company (limited (additional) liability company) who voted against a decision that led to a violation of the requirements of federal laws and other regulatory legal acts adopted in accordance with them, to liability under this article is not involved.

Commentary on Art. 15.23.1 of the Code of Administrative Offenses of the Russian Federation

1. The commented article is aimed at ensuring the rule of law in the field of preparation and holding of general meetings of shareholders, participants in limited (additional) liability companies, owners of investment units of closed-end mutual investment funds.

The procedure for preparing and holding general meetings of shareholders, participants in limited (additional) liability companies, owners of investment units of closed-end mutual investment funds is established by the Law on Joint Stock Companies, the Law on Investment Funds, Federal Law of 08.02.1998 N 14-FZ "On Limited Companies responsibility."

The object of offenses, the responsibility for which is provided for in this article, are public relations in the field of organizing the management of the activities of joint-stock companies, limited (additional) liability companies and closed-end investment funds.

2. The objective side of offenses under the analyzed article is:

Illegal refusal to convene or evasion from convening a general meeting of shareholders (owners of investment units of a closed-end mutual investment fund) to include issues and (or) proposals on the agenda of the general meeting of shareholders on nominating candidates for management bodies, audit and counting commissions of a joint-stock company 1 commented article);

Violation of the procedure or deadline for notification of a general meeting of shareholders (owners of investment units of a closed-end mutual investment fund); failure to provide or violation of the deadline for providing information in preparation for the general meeting of shareholders (owners of investment units of a closed-end mutual investment fund) (part 2 of the commented article);

Violation of the requirements stipulated by law for compiling lists of persons entitled to participate in the general meeting of shareholders (owners of investment shares of a closed-end mutual investment fund) (part 3 of the commented article);

Failure to send or violation of the deadline for sending a voting ballot to a person from the list of persons entitled to participate in the general meeting of shareholders (owners of investment units of a closed-end mutual investment fund) (part 4 of the commented article);

Violation of the requirements stipulated by law for the form, date or place of holding a general meeting of shareholders (owners of investment units of a closed-end mutual investment fund), holding a general meeting in violation of the form, date, time or place of its holding, determined during its convening (part 5 of the commented article) ;

Holding a general meeting of shareholders (owners of investment units of a closed-end mutual investment fund) or voting on issues the resolution of which requires voting by a qualified majority of votes, in the absence of a quorum, changing the agenda of the general meeting after notification of its holding (part 6 of the commented article);

Performing the function of the counting commission of a joint-stock company without proper authority (part 7 of the commented article);

Illegal refusal of a member of the counting commission of a joint-stock company, a person exercising its functions, or a person convening a general meeting of owners of investment units of a closed-end unit investment fund to register for participation in the general meeting of shareholders (owners of investment units of a closed-end unit investment fund), violation by the said persons of the requirements to the counting of votes during voting at the general meeting, to drawing up a protocol on the results of voting, as well as violation of the procedure for determining the quorum of the general meeting of shareholders (part 8 of the commented article);

Violation by the chairman or secretary of the general meeting of shareholders (owners of investment units of a closed-end mutual investment fund) of the requirements for drawing up the minutes of the general meeting (part 9 of the commented article);

Violation of the requirements of the legislation on the announcement or bringing to the attention of shareholders (owners of investment units of a closed-end mutual investment fund) decisions of the general meeting or voting results (part 10 of the commented article);

Illegal refusal to convene or avoidance of convening a general meeting of participants in a limited (additional) liability company, violation of the requirements of the law for the procedure for convening, preparing and holding general meetings of participants in a limited (additional) liability company (part 11 of the commented article).

3. The subjects of offenses are legal entities (parts 1 - 8, 10, 11 of article 15.23.1 of the Code of Administrative Offenses of the Russian Federation), officials and citizens (parts 1 - 7, 9, 11 of article 15.23.1 of the Code of Administrative Offenses RF).

The note to the commented article emphasizes that a member of the board of directors (supervisory board), audit, counting or liquidation commissions of a joint-stock company and a limited (additional) liability company, who voted against a decision that led to a violation of the law, is not held liable under this article .

4. The subjective side of the offenses, liability for which is provided for in the commented article, is associated with both intent and the possibility of committing a tort through negligence.

5. Cases of administrative offenses, liability for which is provided for in parts 1 - 10 of the commented article, are considered by officials of the Bank of Russia and may be referred to a judge if disqualification is necessary.

Administrative decision

Case No. 5-3/2016

RESOLUTION

Justice of the Peace Izhma court district of the Republic of Komi Vinokurova L.The., having considered the case of an administrative offense under Part. 11 Article. Section II. Special part > Chapter 15. Administrative offenses in the field of finance, taxes and fees, insurance, securities market, mining, production, use and circulation of precious metals and precious stones > Article 15.23.1. Violation of the requirements of the legislation on the procedure for preparing and holding general meetings of shareholders, participants in limited (additional) liability companies and owners of investment units of closed-end mutual investment funds construction site "Chudova K.V. U S T A N O V I L:

in regard to Chudov K.The. - General Director of the Izhemsky Construction Site Limited Liability Company (hereinafter referred to as ISU LLC), acting. On November 18, 2015, the Head of the Department for the Protection of the Rights of Consumers of Financial Services and Minority Shareholders of the Branch - the National Bank for the Republic of Komi of the North-Western Main Branch of the Central Bank of the Russian Federation, on November 18, 2015, a protocol was drawn up in the case of an administrative offense under Part 11 of Art. Section II. Special part > Chapter 15. Administrative offenses in the field of finance, taxes and fees, insurance, securities market, mining, production, use and circulation of precious metals and precious stones > Article 15.23.1. Violation of the requirements of the legislation on the procedure for preparing and holding general meetings of shareholders, participants in limited (additional) liability companies and owners of investment units of closed-end mutual investment funds that the official - General Director of ISU LLC Chudov K.V. evaded convening the next general meeting of the Company's participants, thereby violating the requirement of Article 34 of Law No. 14-FZ "On Limited Liability Companies", liability for which is provided for in Part 11 Section II Special Part > Chapter 15 Administrative offenses in the field of finance, taxes and fees, insurance, securities market, extraction, production, use and circulation of precious metals and precious stones > Article 15.23.1 Violation of the requirements of the legislation on procedure preparation and holding of general meetings of shareholders, participants of companies with limited (additional) liability and owners of investment units of closed-end mutual investment funds" target="_blank"> 15.23.1 of the Code of Administrative Offenses of the Russian Federation.

General Director of ISU LLC Chudov K.V. at the hearing he explained that he was the executive body of the Company. is a member of the Company, owns a share in the authorized capital in the amount of 33.33 percent. Also, in the period from April 2009 to January 2015, she carried out accounting at ISU LLC. She also prepared annual reports. The fact of non-holding of the regular annual meeting within the established time limits based on the results of 2014 was not disputed.

The victim did not appear at the hearing. She didn't ask for a layoff.

The non-appearance of the victim does not prevent the holding of a court session to consider the case.

After hearing Chudova K.V., having studied the materials of the case, the magistrate came to the following.

In accordance with Part 3 of Art. RF, the imposition of an administrative penalty on a legal entity does not relieve the guilty individual from administrative responsibility for this offense, just as bringing an individual to administrative or criminal liability does not relieve a legal entity from administrative liability for this offense.

The sole executive body of the company (general director) is elected by the general meeting of the company's participants for a period determined by the company's charter and acts on behalf of the company without a power of attorney, including representing its interests and making transactions (Article 40 of Law No. 14-FZ).

In accordance with clause 12.2 of the Charter of ISU LLC, the General Director acts on behalf of the Company without a power of attorney, including representing the interests of the Company and making transactions, making decisions on other issues related to the activities of the Company that are not within the competence of the general meeting of participants, other powers not related to the competence of the general meeting of participants in the company.

Thus, since the General Director is the executive body of the Company and acts on its behalf, including when convening the General Meeting of the Company, he avoided holding the next general meeting of participants of ISU LLC on the basis of the results of 2014 within the established time limits, for violations committed by the General Director, he, as an official, is subject to administrative responsibility under Art. Section II. Special part > Chapter 15. Administrative offenses in the field of finance, taxes and fees, insurance, securities market, mining, production, use and circulation of precious metals and precious stones > Article 15.23.1. Violation of the requirements of the legislation on the procedure for preparing and holding general meetings of shareholders, participants in limited (additional) liability companies and owners of investment units of closed-end mutual investment funds fine.

In accordance with Part 1 of Art. RF, an administrative penalty for committing an administrative offense shall be imposed within the limits established by law providing for liability for this administrative offense, in accordance with this Code.

Circumstances mitigating administrative responsibility Magistrate takes into account the commission of an offense for the first time, the presence of Chudova K.The. young children. also when sentencing the magistrate takes into account, that Chudov K.The. from responsibility and from appearing in court did not evade, is a disabled person of the 3rd group.

Circumstances aggravating administrative responsibility are not established.

Taking into account the foregoing, the magistrate came to the conclusion on the appointment of Chudov K.The. administrative punishment in the form of an administrative fine in the minimum amount.

Based on the aforesaid and guided by Article. Section II. Special part > Chapter 15. Administrative offenses in the field of finance, taxes and fees, insurance, securities market, mining, production, use and circulation of precious metals and precious stones > Article 15.23.1. Violation of the requirements of the law on the procedure for preparing and holding general meetings of shareholders, participants in limited (additional) liability companies and owners of investment units of closed-end mutual investment funds" target="_blank"> 15.23. ,

P O S T A N O V I L:

Appoint Chudova K.V. General Director of the Limited Liability Company «Izhemsky construction site» administrative penalty under Part 11 of Art. Section II. Special part > Chapter 15. Administrative offenses in the field of finance, taxes and fees, insurance, securities market, mining, production, use and circulation of precious metals and precious stones > Article 15.23.1. Violation of the requirements of the law on the procedure for preparing and holding general meetings of shareholders, participants in limited (additional) liability companies and owners of investment units of closed-end mutual investment funds" target="_blank"> 15.23.1 of the Code of Administrative Offenses of the Russian Federation in the form of an administrative fine in the amount of 20,000 rubles.

The amount of the administrative penalty paid or transferred to a person attracted to administrative responsibility in the bank: the current account 40101810000000010004 in the Department of the National Bank of the Republic of Komi BIC 048702001. Recipient FSA in the Republic of Komi (Department - National Bank of the Republic of Komi) INN 7702235133 CAT 110102001 CSC OKTMO 99911607000016000140 99908700181115121442 87701000 UIN ID payer 2100000000112000054457643.

An administrative fine must be paid by a person brought to administrative responsibility no later than sixty days from the date the decision on the imposition of an administrative fine comes into force or from the date of expiration of the deferral period or the installment period provided for in Article 31.5 of this Code.

In the absence of a document evidencing the payment of an administrative fine, and information on the payment of an administrative fine in the State Information System on State and Municipal Payments, after the expiration of the period specified in Part 1 of this Article, the judge, body, official who issued the decision shall be sent within ten days a decision on the imposition of an administrative fine with a note on its non-payment to the bailiff for execution in the manner prescribed by federal law. In addition, an official of the federal executive body, structural subdivision or territorial body, other state body that considered the case of an administrative offense, or an authorized person of the collegiate body that considered the case of an administrative offense, draws up a protocol on the administrative offense provided for by Part 1 of Article 20.25 of this Code, in respect of a person who has not paid an administrative fine. A protocol on an administrative offense provided for by paragraph 1 of Article 20.25 of this Code, in relation to a person who has not paid an administrative fine in an administrative offense case considered by a judge, is drawn up by a bailiff.

Explain that in accordance with Part 1 and Part 2 of Art. 31.5 of the Code of Administrative Offenses of the Russian Federation in the presence of circumstances due to which the execution of a decision on the imposition of an administrative penalty in the form of an administrative arrest, deprivation of a special right or in the form of an administrative fine is impossible within the established time limits, the judge, body, official who issued the decision may defer the execution of the decision for up to one month.

Taking into account the financial situation of a person brought to administrative responsibility, the payment of an administrative fine may be spread by the judge, body, official who issued the decision for a period of up to three months.

The decision may be appealed to the Izhemsky District Court of the Komi Republic within ten days from the date of delivery of its copy

Magistrate A.The. Vinokurov

According to Art. 15.23.1 part 11 of the Code of Administrative Offenses of the Russian Federation

Case No. 12-21/12

Accepted Novocheboksary City Court (Chuvash Republic-Chuvashia)

Judge of the Novocheboksarsky City Court of the Chuvash Republic Koltsova E.V.,
with the participation of the representative of Vizavi LLC - Petrov E.N.,
examined in open court in the premises of the city court complaint representative Ltd. «Vizavi» - Petrov E.GN. to the Resolution of the justice of the peace of the court district No. 1 of Novocheboksarsk CR dated December 19, 2011, by which
Vizavi Limited Liability Company, legal address: Chuvash Republic, Novocheboksarsk, st. Zhenya Krutovoy, 12 A,
found guilty of committing an administrative offense, under Art. 15.23.1 part 11 of the Code of the Russian Federation on Administrative Offenses and was punished in the form of an administrative fine in the amount of 500,000 rubles,
Installed:
On the commission of OOO «Vizavi» an administrative offense under Art. 15.23.1 part 11 of the Code of Administrative Offenses of the Russian Federation, an official of the department for controlling issuers and registrars of the RO FSRF of Russia in the PriFO FULL NAME2 drew up a protocol on an administrative offense No. dated November 01, 2011, according to which LLC Vizavi did not send FULL NAME3 to the address of the Company participant together with a notification from July 01, 2011 on holding an extraordinary meeting of the Company's participants information (materials) to be provided to participants in preparation for the general meeting, violating the requirements of paragraph 3 of Article 36 of the Federal Law of February 08, 1998 No. 14-FZ "On Limited Liability Companies" .
On December 19, 2011, Vizavi LLC was found guilty of committing an administrative offense under Art. 15.23.1 part 11 of the Code of Administrative Offenses of the Russian Federation and subjected to administrative punishment in the form of a fine in the amount of 500,000 rubles.
Disagreeing with the decision taken, the representative of Vizavi LLC - Petrov E.N. within the time limits established by law, he filed a complaint about the annulment of the decision of the justice of the peace and the termination of the proceedings on the grounds that the founder of the company FULL NAME3 on June 20, 2011, having sent an application for holding an extraordinary general meeting with the requirement to provide documents, expressed a desire to exercise his rights as a founder to get acquainted with the documents of the Company, not only related to the holding of the general meeting, but also other documents and periods, thus exercising their rights to receive information and receive materials before the date of the general meeting. On July 01, 2011, the director of the company sent the applicant a notice of holding an extraordinary general meeting of the founders and a letter on providing the opportunity to familiarize themselves with the documents in the premises of the director of the Company on certain days. List of information and materials within the meaning of art. 35 of the Federal Law is not limited, has an extended interpretation and is determined directly by the director of the Company. In view of the Company's accounting reporting in electronic form, it was not possible to provide the annual report and annual balance sheet of the Adrenaline Company for 2010, since the Company is on a simplified taxation system and does not draw up balance sheets. Representatives of FULL NAME3 within 30 days prior to the meeting of participants familiarized themselves with the necessary information and materials relating to the financial and economic activities of the company for 2010, the 1st half of 2011, which is confirmed by the act of familiarization with the documents of Vizavi LLC dated July 27, 2011. Meeting of participants dated August 04, 2011, by a majority of votes (FULL NAME3 voted against), decisions were made to approve the results of the enterprise's business activities for 2010 and not to distribute the Company's net profit among the participants in 2010, which confirms the fact that there is no economic harm FULL NAME3, depending on the provision him information and materials by mail or familiarization with them in the office of the Director of the Company. These actions of the director of Vizavi LLC were the subject of an assessment by the Federal Financial Markets Service of Russia and the PriFO, which drew up a similar protocol on an administrative offense and by the Resolution of the justice of the peace of December 11, 2011 Andronikov L.V. was found guilty of an offense under Art. 15.23.1 part 11 of the Code of Administrative Offenses of the Russian Federation for a similar offense. The Company is not impersonal and cannot perform the functions of holding a meeting without specific actions of the Director of the Company, and accordingly cannot be held responsible for the same offense from the disposition of Part 1 of Art. 11 art. 15.23.1 of the Code of Administrative Offenses of the Russian Federation the company and the director of the company. Thus, he considers that the composition of the administrative offense imputed by Vizavi LLC is absent. If the court considers the company's guilt proven, considers that there are grounds for recognizing the administrative offense committed by Adrenaline LLC as insignificant and asks to apply Art. 2.9 of the Code of Administrative Offenses of the Russian Federation.
At the hearing the representative Ltd. «Vizavi» - Petrov E.GN. supported the arguments of the complaint on the grounds set forth in it, again bringing them to the court.
victim FULL NAME3, duly notified, at the hearing did not appear, submitting through his representative FULL NAME5 written objections on the grounds set out in the complaint, stating that in accordance with the second paragraph with. 17.3 of the Charter of the Company The body or persons convening the general meeting are obliged to send information and materials to the founders along with the notice of the general meeting. In violation of the specified norm to the notice of convening an extraordinary general meeting of participants of the "Vis-a-vis" dated July 01, 2011, these materials, which, by virtue of Art. 17 of the Charter are mandatory materials, FULL NAME3 were not sent. At the request of the participant FULL NAME3 these documents were not submitted FULL NAME9 neither in preparation nor during the meeting of the Company, which violated the right of FULL NAME3 to information about the activities of the company.
The regional branch of the Federal Service for Financial Markets in the Volga District, being notified of the time and place of the trial, did not ensure the participation of its representative in the hearing.
The judge, after listening to the representative of LLC "Vizavi" Petrov EN, having studied the arguments of the complaint and the case of an administrative offense, comes to the following.
Art. 15.23.1 part 11 of the Code of Administrative Offenses of the Russian Federation provides for administrative liability for illegal refusal to convene or evasion of convening a general meeting of participants in a limited (additional) liability company, as well as violation of the requirements of federal laws for the procedure for convening, preparing and holding general meetings of participants in limited companies (additional) responsibility.
The objective side of the composition of the administrative offense, for the commission of which Vizavi LLC was brought to administrative responsibility in accordance with Art. 15.23.1 part 11 of the Code of Administrative Offenses of the Russian Federation, are illegal refusal to convene or avoidance of convening a general meeting of participants in a limited (additional) liability company, violation of the requirements of the law for the procedure for convening, preparing and holding general meetings of participants in a limited (additional) liability company.
According to par. 1 hour 3 tbsp. 36 of the Federal Law No. 14-FZ of February 8, 1998 “On Limited Liability Companies” (hereinafter referred to as the Law), the information and materials to be provided to the company’s participants in the preparation of the general meeting of the company’s participants include the company’s annual report, the conclusions of the audit commission (auditor) of the company and the auditor based on the results of the audit of the company’s annual reports and annual balance sheets, information about the candidate (candidates) for the company’s executive bodies, the company’s board of directors (supervisory board) and the company’s audit commission (auditors), draft amendments and additions to the company’s charter, or a draft charter of the company in a new edition, draft internal documents of the company, as well as other information (materials) provided for by the charter of the company.
Similar provisions are provided for in Art. 17 of the Charter of Vizavi LLC.
According to par. 2 hours 3 tbsp. 36 of the Law, unless a different procedure for familiarizing the company's participants with information and materials is provided for by the charter of the company, the body or persons convening the general meeting of the company's participants are obliged to send them information and materials along with a notice of the general meeting of the company's participants, and in the event of a change in the agenda, the relevant information and materials are sent along with notification of such change.
According to par. 3 hours 3 tbsp. 36 of the Law, the specified information and materials within thirty days before the general meeting of participants in the company must be provided to all participants in the company for review in the premises of the executive body of the company. The company is obliged, at the request of a member of the company, to provide him with copies of these documents. The fee charged by the company for the provision of these copies may not exceed the cost of their production.
Thus, the Law on Joint Stock Companies and the Law on Limited Liability Companies provide for two forms of exercising the participant's right to information: familiarization with documents and obtaining copies of documents. The choice of a specific form of exercising the right to receive information is carried out by the participant, while his right to demand the provision of copies of documents is not conditioned by the need to initially arrive at the location of the economic company and familiarize himself with the documents. In addition, in the process of familiarization with the documents, regardless of whether it was specified in his requirement to provide information, a participant in a business partnership may independently, using personal technical means (hand-held scanner, camera, etc.) copy documents, with whom he meets.
According to Art. 17 of the Charter of Vizavi LLC, the body or persons convening the general meeting are obliged to send information and materials to the Founders along with the notice of the general meeting, and in the event of a change in the agenda, the relevant information and materials are sent along with the notice of such a change.
From the case materials submitted to the court, it follows that on June 20, 2011, FULL NAME3, being a member of Vizavi LLC, applied to Vizavi LLC with a request to hold an extraordinary general meeting of Vizavi LLC participants with the following agenda:
- approval of annual reports and annual balance sheets of the company for 2010,
- adoption of a decision on the distribution of the company's net profit among the company's participants based on the results of 2010.
In addition FULL NAME3 stated the requirement to provide specified in Article. 50 of the Federal Law "On LLC" documents for review, including the financial statements of the company for 2011.
From the requirement FULL NAME3 dated 20 June 2011 year to provide documents Ltd. «Vizavi» in accordance with Article. 50 of the Law it follows that the latter asked to provide the documents specified in the requirement for review, including the financial statements of the company for 2011, after which, within 30 days before the start of the meeting scheduled for August 04, 2011, the representatives of the latter -FULL NAME5 and FULL NAME6 in the premises LLC "Vizavi" got acquainted with the submitted documents, drawing up on July 27, 2011 an act of familiarization with the documents.
According to the act of acquaintance with the documents of Vizavi LLC dated July 27, 2011, representatives of FULL NAME3 - FULL NAME5 and FULL NAME6 with the participation of FULL NAME9 and FULL NAME7 in the office of the director of Vizavi LLC got acquainted with the documents of the Company, namely: documents on the account of the Company opened in<данные изъяты>for the first half of 2011; minutes of the meeting of the Company's members during the establishment of the Company; documents confirming the state registration of the Company; commodity reports for 2010; cash registers for January - March 2010; cash register for April-June 2010; advance report for the 1st, 2nd, 3rd and 4th quarters of 2010; incoming invoices for the 1st, 2nd, 3rd and 4th quarters of 2010; box office for December, October, November, July-September 2010; advance report for the 1st and 2nd quarters of 2011; cash register for the 1st quarter of 2011; incoming invoices for the 2nd quarter of 2011; box office for January-March 2010. It follows from this act that the representatives of FULL NAME3 were not presented with documents (protocols on the receipt by the Company of loans, loans, the provision by the Company of sureties, pledges submitted in order to ensure the fulfillment of obligations both by the Company itself and for the obligations of third parties; minutes of the annual general meetings of the members of the Company.
Representative of Vizavi LLC - Petrov E.N. explained to the court that these documents were not submitted due to their absence, since general meetings of the Company's members were not held in 2010, the Company did not receive loans and borrowings, no suretyship and pledge agreements were drawn up, believing that other necessary documents were submitted to representatives of FULL NAME3 in full.
At the request of FULL NAME3 at the meeting on August 4, 2011, the issue was raised of approving the company's annual reports and annual balance sheets for 2010 and making a decision on the distribution of the company's net profit among the company's participants based on the results for 2010.
The Company's annual report in accordance with both o par. 1 hour 3 tbsp. 36 of the Law, as well as Art. 17 of the Charter of Vizavi LLC refers to information and materials to be provided to the company's participants in the preparation of the general meeting of the company's participants.
At the same time, as follows from the act of familiarization with the documents of Vizavi LLC dated July 27, 2011, from the explanations of the representative of FULL NAME3 - FULL NAME5, set out in the explanations to the protocol No. dated 23 11.2011 and the response to the application dated 31.01.2012, as well as confirmed by the materials of the case, the annual report of the Company for 2010 and the annual balance sheet of the Company for 2010 Full name3 and its representatives during the preparation of the general meeting of the participants of the company were not sent along with the notice dated July 01, 2011 on holding an extraordinary general meeting of the participants of the Company, but it was also not presented for review on July 27, 2011 in the office of the director of Vizavi LLC.
Representative of Vizavi LLC Petrov E.V. explained that the annual balance sheet of the Company for 2010 was not prepared due to the fact that the Company was on a simplified taxation system, and the annual report for 2010 was submitted to FULL NAME3 only during the meeting on August 04, 2010 due to the company's accounting records in electronic form using "digital signatures” of the head of the Company, while all the necessary accounting documents were presented to representatives of FULL NAME3. upon reviewing the documents on July 27, 2011.
The indicated evidence, in conjunction with other materials of the case of an administrative offense in accordance with the requirements of Article 26.11 of the Code of Administrative Offenses of the Russian Federation, testifies to the proof of the event of an administrative offense and the guilt of Vizavi LLC, in connection with which the judge concludes that the justice of the peace, after assessing and analyzing the evidence of guilt the latter in committing an administrative offense, it was correctly established that by their actions LLC «Vizavi» committed an administrative offense under Art. 15.23.1 part 11 of the Code of Administrative Offenses of the Russian Federation, since it did not send FULL NAME3 to the Company participant along with a notice dated July 01, 2011 on holding an extraordinary general meeting of the Company participants and did not provide information (materials) to be provided to the participants when preparing the general meeting of the company participants in preparation for the general meeting, violating the requirements of paragraph 3 of Art. 36 of the Federal Law No. 14-FZ of February 8, 1998 “On Limited Liability Companies”, i.e. violated the requirements of federal laws for the procedure for convening, preparing and holding a general meeting of participants in a limited liability company.
The arguments of the representative LLC «Vizavi» Petrov E.N. that the company for the offense imputed to it should not be held liable, since the director of the company FULL NAME9 was brought to administrative responsibility for the specified offense on the same grounds, are untenable.
According to part 3 of Art. 2.1 of the Code of Administrative Offenses of the Russian Federation, the imposition of an administrative penalty on a legal entity does not relieve the guilty individual from administrative responsibility for this offense, just as bringing an individual to administrative or criminal liability does not relieve a legal entity from administrative liability for this offense.
The court considers that the administrative offense committed by Vizavi LLC is not insignificant for the following reasons.
According to Article 2.9 of the Code of Administrative Offenses of the Russian Federation, if the committed administrative offense is insignificant, the judge, body, official authorized to decide the case of an administrative offense may release the person who committed the administrative offense from administrative responsibility and confine himself to an oral remark.
As indicated in paragraphs 18, 18.1 of the Decree of the Plenum of the Supreme Arbitration Court of the Russian Federation dated 02.06.2004 N 10 "On some issues that have arisen in judicial practice when considering cases of administrative offenses", when qualifying an offense as minor, the courts must proceed from an assessment of the specific circumstances of its commission. The insignificance of the offense takes place in the absence of a significant threat to protected public relations. Circumstances such as, for example, the identity and property status of the person held liable, the voluntary elimination of the consequences of the offense, compensation for damage caused, are not circumstances indicating the insignificance of the offense. These circumstances, by virtue of parts 2 and 3 of Article 4.1 of the Code of Administrative Offenses of the Russian Federation, are taken into account when imposing an administrative penalty. At the same time, the qualification of an offense as minor can take place only in exceptional cases and is carried out taking into account the provisions of paragraph 18 of this Resolution in relation to the circumstances of a specific act committed by a person.
The application of Article 2.9 of the Code of Administrative Offenses of the Russian Federation is a right, not an obligation, of the court. In this case, the court sees no grounds for recognizing the offense committed by Vizavi LLC as insignificant.
The court considers that the punishment imposed on Vizavi LLC by the justice of the peace, in the form of a minimum fine of 500,000 rubles, is fair and was imposed in accordance with the requirements of the law.
Thus, the judge comes to the conclusion that the conclusions of the justice of the peace are based on a comprehensive and complete study of the evidence available in the case file on an administrative offense, the actions of Vizavi LLC by the justice of the peace were correctly qualified, the punishment was imposed in accordance with the requirements of the law and is minimal. Violations of the procedure for bringing to administrative responsibility were not allowed.
Under such circumstances, there are no grounds for upholding the complaint.
Based on the foregoing and guided by Art. 30.7 of the Code of the Russian Federation on Administrative Offenses,
Decided:
The complaint of the representative of LLC "Vizavi" - Petrov E.N. to the Decision of the justice of the peace of the judicial district No. 1 of the city of Novocheboksarsk CR in the case of an administrative offense of December 19, 2011 on the recognition of Vizavi LLC guilty of an administrative offense under Art. 15.23.1 part 11 of the Code of Administrative Offenses of the Russian Federation and the imposition of an administrative fine in the amount of 500,000 rubles should be left without satisfaction, and the Resolution of the justice of the peace of the court district No. 1 of the city of Novocheboksarsk CR of December 19, 2011 on the imposition of a in the amount of 500,000 (five hundred thousand) rubles for an administrative offense under Art. Art. 15.23.1 part 11 of the Code of Administrative Offenses of the Russian Federation, leave unchanged.
The decision comes into force.
Judge E.V. Koltsova
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We draw your attention to the fact that this decision could be challenged in a higher court and canceled

CHELYABINSK REGIONAL COURT

Justice of the Peace Brateneva E.The.
Judge Voronkin A.S.

Deputy Chairman of the Chelyabinsk Regional Court Kozlova N.V., having considered the complaint of the director of LLC "North-Western Market Building Materials" P. against the decision of the justice of the peace of the court district N 5 of the Kurchatovsky district of Chelyabinsk dated October 04, 2013 and the decision of the judge of the Kurchatovsky district court of the city of Chelyabinsk Chelyabinsk dated December 11, 2013 in the case of an administrative offense under Part. 11 of Art. 15.23.1 of the Code of Administrative Offenses of the Russian Federation, in relation to the director of the limited liability company "Building Materials of the North-Western Market" P.,

Installed:

by the decision of the justice of the peace of the court district N 5 of the Kurchatovsky district of Chelyabinsk dated October 04, 2013, upheld by the decision of the judge of the Kurchatovsky district court of Chelyabinsk dated December 11, 2013, director of the limited liability company "Building materials of the north-western market" (hereinafter LLC "Building materials of the northwestern market") P. brought to administrative responsibility for an administrative offense under Part 11 of Art. 15.23.1 of the Code of Administrative Offenses of the Russian Federation, and she was sentenced to an administrative fine in the amount of 20,000 rubles.
In a complaint filed by way of supervision, P. asks to cancel the decisions made in the case, considering them unlawful.
On January 15, 2014, copies of the complaint were sent to the prosecutor of the Kurchatovsky district of Chelyabinsk and K.I.L., no responses to the complaint were received by the regional court.
Having checked the materials of the requested case on an administrative offense, having studied the arguments of the complaint, I find no grounds for canceling the decisions made in the case.
In accordance with Part 11 of Art. 15.23.1 of the Code of Administrative Offenses of the Russian Federation, an illegal refusal to convene or evasion from convening a general meeting of participants in a limited (additional) liability company, as well as violation of the requirements of federal laws to the procedure for convening, preparing and holding general meetings of participants in limited (additional) liability companies is recognized as an administrative offense and shall entail the imposition of an administrative fine on officials in the amount of twenty thousand to thirty thousand roubles.
From the materials of the case, it is seen that P., who is the director of OOO Stroymaterialy North-Western Market, located at the address: ***, violated the requirements of federal laws for the procedure for convening, preparing and holding general meetings of participants in limited liability companies, expressed in the failure to provide other participants of the company during the preparation and holding of the general meeting of participants of reports on the annual results of the company's activities and annual balance sheets approved by the audit commission of the company and an independent auditor.
The fact of committing an administrative offense and P.'s guilt are confirmed by the evidence presented in the case file, including: P.'s explanation (case file 6, 142 Vol. 1); a copy of the notice of holding the next general meeting of participants in the limited liability company "Building Materials of the North-Western Market" dated March 29, 2013 (case sheet 9 Vol. 1); a copy of the notice dated April 08, 2013 on amendments to the original agenda of the general meeting (case sheet 28 Vol. 1); a copy of the appeal K.I.L. dated March 15, 2013 (case sheet 29 Vol. 1); a copy of the minutes of the next general meeting of Building Materials of the North-Western Market LLC dated April 30, 2013 (case sheet 76 Vol. 1); the charter of LLC "Building materials of the northwestern market" in 2009 (case sheet 27-41, v. 2).
The judge had no reason not to trust the evidence presented in the case file.
Assessing the evidence presented in the case comprehensively, fully, objectively, in their totality, in accordance with the requirements of Article. 26.11 of the Code of Administrative Offenses of the Russian Federation, the magistrate came to a reasonable conclusion that P. was guilty of an administrative offense under Part 11 of Art. 15.23.1 of the Code of Administrative Offenses of the Russian Federation.
The arguments of the complaint that P., as the director of North-Western Market Building Materials LLC, followed the procedure for convening and holding a meeting of the company's participants on April 30, 2013, are untenable and are related to a misinterpretation of the law.
Requirements for the procedure for convening, preparing and holding general meetings of participants in limited liability companies are established by Federal Law No. 14-FZ of February 8, 1998 "On Limited Liability Companies".
According to paragraph 1 of Art. 8 of the Federal Law "On Limited Liability Companies" dated 08.02.1998 N 14-FZ, the participants of the company have the right, among other things, to participate in managing the affairs of the company in the manner established by this Federal Law and the charter of the company; receive information about the activities of the company and get acquainted with its accounting books and other documentation in the manner prescribed by its charter.
According to paragraphs. 6, paragraph 2, article 33 of Law N 14-FZ of February 08, 1998, the approval of annual reports and annual balance sheets belongs to the exclusive competence of the general meeting of participants.
By virtue of paragraph 3 of Art. 30 of Law N 14-FZ of February 8, 1998, the company's annual report must contain a section on the state of the company's net assets, which indicates indicators characterizing the dynamics of changes in the value of the company's net assets and authorized capital for the last three completed financial years, including the reporting year, or if the company exists for less than three years, for each completed financial year; the results of an analysis of the reasons and factors that, in the opinion of the sole executive body of the company, the board of directors (supervisory board) (in the event that the said board is formed in the company), led to the fact that the value of the company's net assets turned out to be less than its authorized capital; a list of measures to bring the value of the company's net assets in line with the size of its authorized capital.
According to the requirements of Art. 34 of Law N 14-FZ of February 08, 1998, the next general meeting of the company's participants is held within the time limits determined by the company's charter, but at least once a year. The next general meeting of the company's participants is convened by the company's executive body. The charter of the company must determine the date for holding the next general meeting of the company's participants, at which the annual results of the company's activities are approved. The specified general meeting of the company's participants must be held no earlier than two months and no later than four months after the end of the financial year.
Clause 8.6 of the charter of the company "Building Materials of the North-Western Market" as amended on December 24, 2009 (case sheet 58-72 v. 2) establishes that the regular and extraordinary general meeting of participants is convened by the director; when preparing the general meeting of participants, all its participants are provided, among other things, with the annual report of the company, the conclusions of the audit commission and the auditor based on the results of the audit of the annual reports and annual balance sheets of the company.
According to clause 9.4 of the Articles of Association, the annual report on the financial operations of the company and the annual balance sheet are drawn up with the opinion of the external auditor and submitted for approval by the annual general meeting of the company's participants, which is convened no later than four months after the end of the financial year.
Thus, on the basis of the above requirements, the executive body of the company has an obligation, within the time period established by law, to ensure the holding of the annual general meeting of the company's participants, at which to resolve the issue of approval by the participants of the annual reports and annual balance sheets of the company.
The participants of the company "Building materials of the north-western market" are: K.I.L. with a share in the authorized capital in the amount of ***%, K.O.A. with a share in the authorized capital in the amount of ***% and P. with a share in the authorized capital in the amount of ***%, which is confirmed by the case materials and is not disputed by the parties is not disputed.
The sole executive body of the company (director) "Building materials of the northwestern market" is P.
The fact that when applying K.I.L. March 15, 2013 to LLC "North-Western Market Building Materials" with the requirement to provide accounting documents, the company was on a simplified taxation system, does not relieve the company from the obligation to provide these documents. In accordance with Art. 346.24 of the Tax Code of the Russian Federation, taxpayers are required to keep records of income and expenses for the purposes of calculating the tax base for tax in the book of income and expenses of organizations and individual entrepreneurs using the simplified taxation system, the form and procedure for filling which are approved by the Ministry of Finance of the Russian Federation.
According to Art. 2 of the Federal Law of November 21, 1996 N 129-FZ "On Accounting", accounting is understood as a unified system of data on the property and financial situation of the organization and on the results of its economic activity, compiled on the basis of accounting data in accordance with established forms.
In accordance with paragraph 3 of Art. 4 of the above Law, organizations that have switched to a simplified taxation system are exempted from the obligation to maintain accounting records provided for in Art. 13 of the said Law (in particular, the balance sheet, income statement, annexes thereto, audit report, explanatory note are not drawn up).
However, this provision of the Federal Law of November 21, 1996 N 129-FZ "On Accounting" does not change the requirements established by the Federal Law "On Limited Liability Companies" of February 8, 1998 N 14-FZ.
Paragraph 3 of Article 36 of the Federal Law "On Limited Liability Companies" establishes that the annual report of the company, the conclusions of the audit commission (auditor) of the company and the auditor based on the results of the audit of annual reports and annual balance sheets of the company, as well as other information (materials) provided for by the charter of the company, is subject to provision to the company's participants in the preparation of the general meeting of the company's participants.
Thus, P. did not fulfill the obligation fixed by law and provided for by the Charter of the company to provide an annual report on the company's financial operations and an annual balance sheet to the company's participants for the reporting period of 2012. P.'s actions are correctly qualified under Part 11 of Art. 15.23.1 of the Code of Administrative Offenses of the Russian Federation.
In Art. 2.4 of the Code of Administrative Offenses of the Russian Federation stipulates that an official is subject to administrative liability in the event that he commits an administrative offense in connection with the failure to perform or improper performance of his official duties.
P. as the director of LLC Building Materials of the North-Western Market, i.e. its sole executive body, had the opportunity to take measures to fulfill the duties assigned to it, but did not take all measures depending on it to comply with the requirements of the law.
Violations of procedural norms in the consideration of the case of an administrative offense and the issuance of a decision in the case of an administrative offense were not allowed.
The arguments of the complaint that P. was improperly notified of the time and place of the prosecutor's decision to initiate proceedings on an administrative offense, which violated her right to defense, are untenable and are refuted by the materials of the case.
The decision to initiate proceedings on an administrative offense, under Part. 11 Article. 15.23.1 of the Code of Administrative Offenses of the Russian Federation, issued by the prosecutor of the Kurchatovsky district of the city of Chelyabinsk in accordance with the requirements of Art. 28.4 of the Code of Administrative Offenses of the Russian Federation. When the decision was made, P. was present, the rights provided for by Art. Art. 25.1 of the Code of Administrative Offenses of the Russian Federation, she was explained what the corresponding note was made about. The content of the prosecutor's decision to initiate proceedings on an administrative offense complies with the requirements of Article 28.2 of the Code of Administrative Offenses of the Russian Federation, a copy of the protocol was handed over to P. in the manner prescribed by law (case sheets 2-4 vol. 1).
The evidence available in the case is admissible and sufficient to establish P.'s guilt in committing an administrative offense under Part 11 of Art. 15.23.1 of the Code of Administrative Offenses of the Russian Federation, the requirements of Art. Art. 24.1, 26.1 of the Code of Administrative Offenses of the Russian Federation are fulfilled, the circumstances of the case are clarified comprehensively, completely and objectively.
The decision of the justice of the peace in the case of an administrative offense contains all the information provided for by Part 1 of Art. 29.10 of the Code of Administrative Offenses of the Russian Federation, the event of the offense is reflected, the qualification of the act, the circumstances established during the consideration of the case are given, the evidence examined at the hearing, contains a reasoned decision on the case.
The judge of the district court checked the case in full in accordance with the provisions of Part 3 of Art. 30.6 of the Code of Administrative Offenses of the Russian Federation. In the decision, the judge gave a full and objective assessment of all the arguments of the appeal.
During the consideration of the case and its revision on the basis of a complaint by a judge of the district court, P. did not take part in the court hearings, she used the help of a defense lawyer who represented P.'s position on the case, filed motions, and presented evidence. Thus, P. was not deprived of the opportunity to really protect her rights and legitimate interests. Violations of the principles of the presumption of innocence and legality, enshrined in Art. Art. 1.5, 1.6 of the Code of Administrative Offenses of the Russian Federation, was not allowed during the consideration of the case.
Resolution on the appointment of P. an administrative penalty for committing an administrative offense under Part. 11 of Art. 15.23.1 of the Code of Administrative Offenses of the Russian Federation, issued by a magistrate within the statute of limitations for bringing to administrative responsibility, established by Part 1 of Art. 4.5 of the Code of Administrative Offenses of the Russian Federation for this category of cases.
When appointing P. an administrative punishment by a justice of the peace, the requirements of Articles 3.1, 3.5, 4.1 - 4.3 of the Code of Administrative Offenses of the Russian Federation were observed. The punishment was assigned to P. within the limits of the sanction of Part 11 of Art. 15.23.1 of the Code of Administrative Offenses of the Russian Federation.
Circumstances excluding proceedings in the case of an administrative offense, provided for by Article. 24.5 of the Code of Administrative Offenses of the Russian Federation, not established.
The arguments of the applicant's supervisory appeal do not contain legal arguments that cast doubt on the legality and validity of the contested judicial acts, since they are aimed at reassessing the circumstances of the case and the evidence available in the case, which were examined by the courts when considering the case and the complaint against the decision in the case of an administrative offense, and received a proper legal assessment, corresponding to the requirements of Art. 26.11 of the Code of Administrative Offenses of the Russian Federation.
Based on the above, guided by art. Art. 30.13 - 30.18 of the Code of Administrative Offenses of the Russian Federation,

Resolved:

the decision of the justice of the peace of the judicial district N 5 of the Kurchatovsky district of Chelyabinsk dated October 04, 2013 and the decision of the judge of the Kurchatovsky district court of Chelyabinsk dated December 11, 2013 in the case of an administrative offense under Part 11 of Art. 15.23.1 of the Code of Administrative Offenses of the Russian Federation, in relation to the director of the limited liability company "Building Materials of the North-Western Market" P., leave unchanged, P.'s complaint - without satisfaction.

Violation of the requirements of the legislation on the procedure for preparing and holding general meetings of shareholders, participants in limited (additional) liability companies and owners of investment units of closed-end mutual investment funds

Commentary on Article 15.23.1 of the Code of Administrative Offenses of the Russian Federation:

1. The Federal Law of February 9, 2009 N 9-FZ of the Code of Administrative Offenses of the Russian Federation is supplemented by the commented article. The purpose of this article is to ensure strict compliance with the requirements of the legislation of the Russian Federation on the procedure for preparing and holding general meetings of shareholders, participants in limited (additional) liability companies and owners of investment units of closed mutual investment funds.

2. The procedure for preparing and holding general meetings as management bodies of the legal entities listed above, as well as investment funds, is established by Federal Laws of December 26, 1995 N 208-FZ "On Joint Stock Companies" (as amended and supplemented), dated 8 February 1998 N 14-FZ "On Limited Liability Companies" (as amended and supplemented), dated November 29, 2001 N 156-FZ "On Investment Funds" (as amended and supplemented)

3. The object of offenses, liability for which is provided for in this article, are public relations in the field of organizing the activities of joint-stock companies, limited (additional) liability companies and closed-end investment funds in order to ensure the protection of the rights and legitimate interests of investors, the object of investment of which are these legal entities. individuals and investment funds.

4. The objective side of the offenses under this article are:

1) illegal refusal to convene or evasion from convening a general meeting of shareholders and owners of investment units of a closed-end unit investment fund from including issues and (or) proposals on nominating candidates to the management bodies, audit and counting commissions of a joint-stock company on the agenda of the general meeting of shareholders (h . one);

2) violation of the procedure or deadline for notification of a general meeting of shareholders (owners of investment units of a closed-end unit investment fund), failure to provide or violation of the deadline for providing information provided for by law in preparation for the general meeting of shareholders (owners of investment units of a closed-end unit investment fund) (Part 2 );

3) violation of the requirements stipulated by law for compiling lists of persons entitled to participate in the general meeting of shareholders (owners of investment units of a closed unit investment fund) (Part 3);

4) failure to send or violation of the deadline for sending a voting ballot to a person from the list of persons entitled to participate in the general meeting of shareholders (owners of investment units of a closed-end mutual investment fund) (part 4);

5) violation of the requirements stipulated by law for the form, date or place of holding a general meeting of shareholders (owners of investment units of a closed-end mutual investment fund), holding a general meeting in violation of the form, date, time or place of its holding, determined when it was convened (part 5) ;

6) holding a general meeting of shareholders (owners of investment units of a closed-end mutual investment fund) or voting on issues, the resolution of which requires voting by a qualified majority of votes, in the absence of a quorum, changing the agenda of the general meeting after notification of its holding (part 6);

7) performance of the functions of the counting commission of a joint-stock company without proper authority (Part 7);

8) illegal refusal by a member of the counting commission of a joint-stock company (a person exercising its functions) or a person convening a general meeting of owners of investment units of a closed-end unit investment fund to register for participation in the general meeting of shareholders (owners of investment units of a closed-end unit investment fund), violation of the specified by persons of requirements for counting votes when voting at a general meeting, for drawing up a protocol on the results of voting, as well as violation of the procedure for determining the quorum of a general meeting of shareholders (part 8);

9) violation by the chairman or secretary of the general meeting of shareholders (owners of investment units of a closed-end mutual investment fund) of the requirements for drawing up the minutes of the general meeting (part 9);

10) violation of the requirements of the legislation on the announcement or bringing to the attention of shareholders (owners of investment units of a closed-end mutual investment fund) decisions of the general meeting or voting results (part 10);

11) illegal refusal to convene or avoidance of convening a general meeting of participants in a limited (additional) liability company, violation of the requirements of the law for the procedure for convening, preparing and holding general meetings of participants in a limited (additional) liability company (part 11).

5. The subjects of offenses under the commented article are legal entities (parts 1 - 8, 10, 11), officials and citizens (parts 1 - 7, 9, 11).

The note to this article emphasizes that a member of the board of directors (supervisory board), audit, counting or liquidation commissions of a joint-stock company and a limited (additional) liability company, who voted against a decision that led to a violation of the law, is not held liable under the commented article .

6. From the subjective side, the offenses for which liability is provided for in the commented article can be committed both intentionally and through negligence.

7. Cases of administrative offenses, liability for which is provided for in parts 1 - 10 of the commented article, are considered by officials of bodies authorized in the field of financial markets (Article 23.47) and can be referred to a judge if it is necessary to impose disqualification on an official (part 2 of article 23.1). Cases of administrative offenses under part 11 of the commented article are considered by judges (part 1 of article 23.1).

Protocols on administrative offenses are drawn up by officials of the above bodies (part 1, paragraph 61, part 2, article 28.3).

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Commentary on Art. 15.23.1 of the Code of Administrative Offenses of the Russian Federation

According to Art. 15.23.1 part 11 of the Code of Administrative Offenses of the Russian Federation

Installed:

Decided: