§ 2. Commercial corporate organizations

1. General provisions on economic partnerships and societies

Article 66. Basic provisions on economic partnerships and societies

1. Economic partnerships and societies are recognized by corporate commercial organizations With divided into shares (contributions) of the founders (participants) by authorized (share) capital. The property created by the contributions of the founders (participants), as well as the and acquired economic partnership or society in the process of activity, belongs to the right of ownership of the economic partnership or society.
The volume of the empower participants of the economic company is determined in proportion to their shares in authorized capital societies. Another volume of the authorities of the participants of a non-public economic society may be provided for by the Company's charter, as well as a corporate agreement, subject to information on the presence of such a contract and the scope of the Company's empowerment in the Unified State Register of Legal Entities.
2. In cases provided for in this Code, the economic company can be created by one person who becomes its only participant.
Economic society cannot have a different economic company as a single participant, consisting of one person, unless otherwise established by this Code or other law.
3. Economic partnerships can be created in the organizational and legal form of a full partnership or partnership on faith (comdant partnership).
4. Economic societies can be created in organizational and legal form. joint Stock Company or society S. limited liability.
5. Participants in full partnerships and full comrades in partnerships can be individual entrepreneurs and commercial organizations.
Participants in economic societies and depositors in partnerships may be citizens and legal entities, as well as public legal entities (Article 125).
6. State bodies and bodies local governments It is not entitled to participate on its own behalf in economic partnerships and societies.
Institutions may be parties to business companies and depositors in partnerships on faith with the permission of the property owner of the institution, unless otherwise established by law.
The law may be prohibited or limited to the participation of individual categories of persons in economic partnerships and societies.
Economic partnerships and societies may be founders (participants) of other economic partnerships and societies, with the exception of cases provided by law.
7. Features legal status credit organizations, insurance organizations, clearing organizations, specialized financial societies, specialized projects of project financing, professional market participants valuable papers, shareholder investment funds, management companies of investment funds, mutual investment funds and non-state pension funds, non-state pension funds and other non-interests financial organizations, joint-stock companies of employees (folk enterprises), as well as the rights and obligations of their participants are determined by laws governing such organizations.

Article 66.1. Deposits in the property of the economic partnership or society

1. The contribution of the participant in the economic partnership or society in his property can be cash, things, shares (stocks) in the statutory (share) capital of other economic partnerships and societies, state and municipal bonds. Such a contribution may also be calculated exceptional, other intellectual rights and rights under license agreements, unless otherwise established by law.
2. The law or constituent documents of the economic partnership or society, the types of property specified in paragraph 1 may be established, which cannot be made to pay for the share in the statutory (share) capital of the economic partnership or society.

Article 66.2. Basic provisions on the authorized capital of the economic company

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

1. The minimum size of the authorized capital of economic societies is determined by the laws of economic societies.
The minimum sizes of the authorized capital of economic societies that carry out banking, insurance or other activities to be licensed, as well as joint-stock companies using an open (public) subscription to their shares, are established by laws that determine the features of the legal status of these economic societies.
2. When paying authorized capital Economic Society should be made cash in the amount of not lower minimum size authorized capital (paragraph 1 of this article).
The monetary assessment of the non-monetary contribution to the authorized capital of the economic company should be carried out by an independent appraiser. The participants of the economic company are not entitled to determine the monetary assessment of the non-monetary contribution in the amount exceeding the amount of the assessment defined by an independent appraiser.
3. When paying for a share in the authorized capital of a limited liability company not with cash, and other property, participants in the Company and an independent appraiser in the event of deficiency of the Company's property jointly carry a subsidiary responsibility for its obligations within the amount of the assessment of the assessment of property included in the authorized capital For five years from the moment of state registration of the Company or enter into the Charter of the Company of the relevant changes. When introduced into the authorized capital of the joint stock company money, and other property, the shareholder who made such a payment, and an independent appraiser in the event of deficiency of the Company's property jointly carry subsidiary responsibility for its obligations within the amount of the assessment of the assessment made to the authorized capital, within five years from the date of state registration of the Company or Affairs to the Charter of the Company of relevant changes.
The rules of this point on the responsibility of the Company's participant and an independent appraiser are not applied to economic societies established in accordance with the laws on privatization by privatizing state or municipal unitary enterprises.
4. Unless otherwise provided by laws on economic societies, the founders of the economic company are obliged to pay at least three quarters of its authorized capital to the state registration of the Company, and the rest of the authorized capital of the economic company - during the first year of the Company's activities.
In cases, if in accordance with the law is allowed state registration Economic society without prior payment of three quarters of the authorized capital, the participants of the Company are subsidiary responsibility for its obligations that have arisen until the full payment of the authorized capital.

Article 66.3. Public and non-public societies

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

Note:
The JSC, created until 01.09.2014 and the signs of PJSC, are recognized as such regardless of the indication of this in their name. On exceptions to this rule and refusal to public status, see FZ of 05.05.2014 N 99-FZ.

Note:

1. The joint-stock company is public, whose shares and securities of which convertible in its shares are publicly posted (by open subscription) or publicly appeal on the conditions established by securities laws. The rules on public societies also apply to joint-stock companies, the charter and the proprietary name of which contains an indication that society is public.
2. Limited Liability Company and Joint-Stock Company, which does not meet the features specified in paragraph 1 of this article, are recognized as non-public.
3. By decision of the participants (founders) of a non-public society adopted unanimously, the following provisions may be included in the Charter of the Company:

1) On the transfer to the collegial governing body of the Company (clause 4 of Article 65.3) or the collegial executive body of the Society of issues related to the Competence of the General Assembly of the participants of the Economic Society, with the exception of the issues:
amendments to the Charter of the Economic Society, the approval of the Charter in new edition;
reorganization or liquidation of the economic society;
definitions of the quantitative composition of the collegial governance of the Company's management (clause 4 of Article 65.3) and the collegial executive body (if its formation is related to the competence of the general meeting of the participants of the economic society), the election of their members and early termination of their powers;
definitions of quantity, nominal value, category (type) of announced shares and rights provided by these shares;
increasing the authorized capital of a limited liability company disproportionately to its participants or by the adoption of a third party to the participants of such a society;
approval of non-constituent documents of internal regulations or other internal documents (clause 5 of article 52) of the economic company;
2) on the consolidation of the functions of the collegial executive body of the Company for the Company's collegial body (paragraph 4 of Article 65.3) in whole or in part or on the refusal to create a collegial executive body if its functions are carried out by the specified collegial governance;
3) on the transfer of the company's sole executive body of the function of the collegial executive body of the Company;
4) the absence of an Audit Commission in the Company or on its creation solely in cases provided for by the Company's Charter;
5) on the procedure other than established by laws and other legal acts of the order of convening, preparation and holding of general meetings of the participants of the economic society, making decisions, provided that such changes do not deprive its participants to participate in the general meeting of non-public society and receiving information about him;
6) the requirements other than the requirements for quantitative composition established by law and other legal acts, the procedure for forming and holding meetings of the Society Management Company (Article 65.3) or a collegial executive body of the Company;
7) on the procedure for the implementation of the preemptive right to purchase a share or part of the share in the authorized capital of a limited liability company or the preemptive right to acquire shares posted by the joint-stock company or securities convertible in its shares, as well as on the maximum share of the participation of one participant in a limited liability company in the statutory the capital of the Company;
8) on attributing 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 economic societies.

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

Article 67. The rights and obligations of the participant in the economic partnership and society

(as amended. Federal Law from 05.05.2014 N 99-FZ)

1. A participant in the economic partnership or society, along with the rights provided for for the participants of the corporations, paragraph 1 of Article 65.2 of this Code, is also entitled:
take part in the distribution of the profit of the partnership or society, which he is a member;
to obtain in the event of the elimination of a partnership or society, part of the property remaining after settlements with creditors, or its value;
require the exclusion of another participant from the partnership or society (except for public joint-stock companies) in a court order with the real value of his share of participation, if such a participant with his actions (inaction) caused significantly harm to the partnership or society or otherwise makes it difficult to achieve its activities and achieve its goals For the sake of which it was created, including rudely violating his duties stipulated by law or the constituent documents of the partnership or society. Refusal to this right or its restriction is negligible.
Participants in economic partnerships or societies may also have other rights provided for by this Code, laws on economic societies, constituent documents of the partnership or society.
2. A participant in the economic partnership or society along with the duties envisaged for the participants of the corporations, paragraph 4 of Article 65.2 of this Code, is also obliged to bring contributions to the authorized (share) capital of the partnership or society, the participant of which it is, in the order, in size, methods that Provided by the constituent document of the economic partnership or society, and deposits into other property of the economic partnership or society.
Participants of economic partnerships and societies can also bear other duties stipulated by law and their constituent documents.

Article 67.1. Features of management and control in economic partnerships and societies

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

1. Management in the full partnership and the partnership on faith is carried out in the manner prescribed by Articles 71 and 84 of this Code.
2. To the exceptional competence of the General Meeting of the participants of the Economic Society, along with issues specified in paragraph 2 of Article 65.3 of this Code, include:

1) a change in the size of the Company's authorized capital, unless otherwise provided by laws on economic societies;
2) making a decision on the transfer of powers of the sole executive body of the Society to another economic society (managing organization) or individual entrepreneur (manager), as well as the approval of such a managing organization or such managing and the terms of the contract with such managing organization or with such a manager, if the Charter of the Company, the decision of these issues is not related to the competence of the Society Colleaginal Authority (clause 4 of Article 65.3);
3) distribution of profits and losses of society.

3. The general meeting of the participants of the economic company of the decision and the composition of the participants of the Company present during its adoption is confirmed in relation to:

1) a public joint-stock company by a person who maintains the register of shareholders of such a society and performing the functions of the Counting Commission (paragraph 4 of Article 97);
2) a non-public joint-stock company through a notarial certificate or certificate by a person who maintains the register of shareholders of such a society and performing the functions of the Counting Commission;

Note:
The requirement of a notarized certificate established by this Regulation is not subject to the solution of the sole member of the Company (a review of judicial practice on disputes with the participation of the registering bodies N 4 (2016)).

3) limited liability companies through a notarial certificate, if a different way (signing the Protocol by all participants or part of the participants; Using technical meansallowing to reliably establish the fact of decision making; Another way that does not contradict the law) is not provided for by the charter of such a society or by the decision of the General Meeting of the Company's participants adopted by the participants of the Company unanimously.

4. A limited liability company for verification and confirmation of the correctness of annual accounting (financial) reporting is entitled, and in cases provided for by law, it is obliged to annually involve an auditor who is not related to property interests with society or its participants (external audit). Such an audit can also be carried out at the request of any of the participants in the Company.
5. Joint-stock company for verification and confirmation of the correctness of annual accounting (financial) reporting should annually involve an auditor who is not related to property interests with society or its participants.
In cases and in the manner provided by the Law, the Charter of the Company, the audit of the accounting (financial) reporting of the joint-stock company must be held at the request of the shareholders, the aggregate share of which in the authorized capital of the joint stock company is ten and more percent.

Article 67.2. Corporate contract

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

1. Participants in the economic company or some of them are entitled to conclude a corporate agreement on the implementation of their corporate rights (the agreement on the implementation of the rights of participants of the limited liability company, the shareholder agreement), in accordance with which they undertake to implement these rights in a certain way or refrain ) From their implementation, including to vote in a certain way at the general meeting of the Company's participants, coordinated to carry out other actions to manage society, acquire or align the share in its authorized capital (stocks) at a certain price or when certain circumstances occur or refrain from alienation of shares ( shares) before certain circumstances.
(paragraph 1 as amended by the Federal Law of June 29, 2015 N 210-FZ)
2. A corporate contract cannot oblige his participants to vote in accordance with the instructions of the Company's bodies, identify the structure of the Company's bodies and their competence.
The conditions of the corporate agreement, contrary to the rules of paragraph of the first paragraph, are negligible.
A corporate agreement may be established by the obligation of its parties to vote at the general meeting of the Company's participants for the inclusion of provisions to the Charter, which determining the structure of the Company's bodies and their competence, if, in accordance with this Code and the laws on economic societies, a change in the structure of the Company's bodies and their competence of the Company's charter is allowed .
3. The corporate contract is concluded writing By drawing up one document signed by the parties.
4. The participants of the economic society that have entered into a corporate agreement are obliged to notify society about the fact of the conclusion of a corporate agreement, while its content is not required to disclose. In case of non-fulfillment of this duty, the Company's participants who are not parties to the corporate agreement are entitled to demand compensation for damages caused by it.
Information about the corporate agreement concluded by the shareholders of the Public Joint Stock Company should be disclosed within, in the manner and on the conditions that are provided for by the Law on Joint-Stock Companies.
Unless otherwise established by law, information on the content of the corporate agreement concluded by the participants of a non-public society is not disclosed and is confidential.
5. A corporate contract does not create responsibilities for persons who do not participate in it as parties (Article 308).
6. Violation of the corporate agreement may be the basis for recognizing invalidation of the decision of the Economic Society body under the claim of this agreement, provided that at the time of adoption by the body of the economic company, all participants in the economic society were the parties to the authority of the economic company.
The recognition of the decision of the economic company is invalid in accordance with this clause in itself does not entail the invalidity of the transactions of the economic company with third parties committed on the basis of such a decision.
The transaction concluded by the Party of the Corporate Treaty in violation of this Agreement may be recognized by the court of invalid on the claim of the participant of the corporate contract only if the other party of the transaction knew or was to know about the restrictions provided for by the corporate agreement.
7. The parties of the corporate contract are not entitled to refer to its invalidity in connection with its contradiction to the provisions of the Charter of the Economic Society.
8. Termination of the right of one of the parties to the corporate agreement for a share in the authorized capital (shares) of the economic society does not entail the termination of the corporate agreement regarding the rest of its parties, unless otherwise provided by this Treaty.
9. Creditors of society and other third parties can conclude an agreement with the participants of the economic company, according to which the latter in order to ensure the interests protected by the Law of such third parties undertake to carry out their corporate rights to a certain way or refrain (refuse) from their implementation, including to vote in a certain way At the general meeting of the Company's participants, agreed to carry out other actions to manage society, acquire or align the share in its authorized capital (stocks) at a certain price or when certain circumstances occur or refrain from the alienation of the shares (shares) before the onset of certain circumstances. The rules on the corporate contract apply to this contract.
10. Rules about the corporate agreement are applied accordingly to an agreement on the creation of a business company, unless otherwise established by law or does not follow from the being of the relations of the parties to such an agreement.

Article 67.3. Subsidiary of economic society

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

1. The economic society is recognized as a subsidiary, if another (main) business partnership or society, due to the prevailing participation in its authorized capital, or in accordance with the agreement between them, or otherwise it has the ability to determine the decisions taken by such a society.
2. The subsidiary is not responsible for the debts of the main economic partnership or society.
The main economic partnership or society responds to jointly with the subsidiary of transactions concluded by the latest instrument or with the consent of the main economic partnership or society (paragraph 3 of Article 401), with the exception of the voting of the main economic partnership or society on the issue of approving the transaction at the General Meeting Participants of the subsidiary, as well as the approval of the transaction by the Government of the General Economic Society, if the need for such approval is provided for by the Charter of the subsidiary and (or) of the main society.

In the case of insolvency (bankruptcy) of a subsidiary society due to the fault of the main economic partnership or society, the latter is subsidiary responsibility for its debts.
3. Participants (shareholders) of a subsidiary community are entitled to demand compensation by the main economic partnership or a society of losses caused by its actions or inaction to subsidiaries (Article 1064).

Article 68. Transformation of economic partnerships and societies

1. Economic partnerships and societies of one species can be transformed into economic partnerships and societies of another type or in production cooperatives by decision of the general meeting of participants in the manner established by this Code and laws on economic societies.
(as amended by Federal Law of 05.05.2014 N 99-FZ)
2. When transforming a partnership to society, each full comrade, who became a member (shareholder) of the Company, has been subsidiary responsibility for all its property on the obligations that have passed to society from the partnership. The alienation of the former comrades who belonged to him (shares) does not relieve it from such responsibility. The rules set forth in this paragraph are applied accordingly when converting partnership to the production cooperative.
3. Economic partnerships and societies cannot be reorganized in non-commercial organizations, as well as in unitary commercial organizations.
(p. 3 introduced by Federal Law of 05.05.2014 N 99-FZ)

2. Full partnership

Article 69. Basic provisions on full partnership

1. The partnership, whose participants (full comrades) are complete, in accordance with the contract between them are engaged in entrepreneurial activities on behalf of the partnership and are responsible for its obligations belonging to them.
2. The person can be a member of only one full partnership.
3. The proprietary name of the full partnership should contain either the names (names) of all its participants and the words "full partnership", or the name (name) of one or more participants with the addition of the words "and the company" and the words "full partnership".

Article 70. Constituent contract of full partnership

1. The full partnership is created and operates on the basis of the constituent contract. The Constituent Agreement is signed by all its participants.

Note:
Federal Law of 05.05.2014 N 99-FZ from September 1, 2014, in paragraph 2 of Article 70, the words "in addition to the information specified in paragraph 4 of Article 52 of this Code, the conditions for the amount and composition of the share capital of the Partnership" are replaced by the words "Information about the company name And the location of the partnership, the conditions for the size and composition of its share capital, "Article 52 is set forth in the new edition. These words are missing in this paragraph. The provisions of paragraph 2 of Article 52 of the Old Edition contained in paragraph 4 of Article 52 of the new edition.

2. The foundation contract of the full partnership should contain in addition to the information specified in paragraph 2 of Article 52 of this Code, the conditions for the amount and composition of the share capital of the partnership; about the amount and procedure for changing the shares of each of the participants in the share capital; about the amount, composition, timing and order of deposits; On the responsibility of participants for violation of duties to make contributions.

Article 71. Management in full partnership

1. The management of the full partnership is carried out according to the overall consent of all participants. The constituent agreement of the partnership may provide cases where the decision is made by a majority of the participants.
2. Each participant of the full partnership has one vote if the constituent contract does not provide for another procedure for determining the number of votes of its participants.
3. Each party to the partnership Regardless of whether it is authorized to conduct the partnership affairs, has the right to receive all the information on the activities of the partnership and get acquainted with all the documentation for business. Refusal to this right or its limitation, including by agreement of the partnerships, insignificant.
(as amended by Federal Law of 05.05.2014 N 99-FZ)

Article 72. Making a full partnership

1. Each participant of the full partnership has the right to act on behalf of the partnership, if the constituent contract has not been established that all its participants are doing together, or the maintenance of cases is entrusted with individual participants.
With the joint work of the partnership of his participants, all participants in the partnership are required to make each transaction.
If the work of the partnership is entrusted to its participants to one or some of them, the remaining participants to make transactions on behalf of the partnership should have a power of attorney from the participant (participants) on which the partnership affairs is entrusted.
In relations with third parties, the partnership is not entitled to refer to the provisions of the Constituent Treaty, limiting the powers of the Partnership Partnership, except in cases where the partnership proves that the third party knew or knowingly should be aware of the absence of a party to act on behalf of the partnership .
2. Powers to conduct partnerships provided by one or several participants may be terminated by the court at the request of one or more other partners in the presence of serious grounds, in particular due to the gross violation by the authorized person (persons) of their duties or the discovered inability to his reasonable business. Based on the court decision, the necessary changes are made to the constituent agreement of the partnership.

Article 73. Responsibilities of a participant in the full partnership

1. A participant in the full partnership is obliged to participate in its activities in accordance with the terms of the constituent contract.
2. The participant of the full partnership is obliged to make at least half of its contribution to the share capital of the partnership before its state registration. The rest must be submitted by the participant in the deadlines established by the Constituent Treaty. If this duty is not fulfilled, the participant is obliged to pay the partnership ten percent per annum with the unnecessary part of the contribution and refund caused damages if other consequences are not established by the Constituent Agreement.
(as amended by Federal Law of 05.05.2014 N 99-FZ)
3. A participant in the full partnership is not entitled without the consent of the other participants to make on its own behalf or in the interest of third parties the transaction, homogeneous with those that make up the subject of activity of the partnership.
In violation of this rule, the partnership is entitled to require such a member of the compensation for damages caused to the partnership of losses or transfer to the partnership to the entire benefit acquired on such transactions.

Article 74. Distribution of profits and losses of full partnership

1. The profits and losses of the full partnership are distributed between its participants in proportion to their shares in the share capital, unless otherwise provided by the constituent contract or other agreement of the participants. Agreement is not allowed to eliminate any of the partnerships from participation in profit or loss.
2. If due to losses incurred by the fellowship, the cost of its net assets will be less size Its share capital, received by the profit partnership is not distributed between the participants until the cost of net assets exceeds the size of the share capital.

Article 75. Responsibility of participants in the full partnership for its obligations

1. Participants in the full partnership jointly carry the subsidiary responsibility to their property for the obligations of the partnership.
2. A participant in the full partnership that is not his founder, is replied on a par with other participants on the obligations arising before its entry into the partnership.
A participant who retired from the partnership is responsible for the obligations of the partnership arising until its disposal, on a par with the remaining participants within two years from the date of approval of the report on the activities of the partnership for the year in which he retired from the partnership.
3. Agreement of partnerships on the restriction or elimination of responsibility provided for in this article is negligible.

Article 76. Changing the composition of the participants of the full partnership

1. In cases of the exit or death of some of the participants in the full partnership, the recognition of one of them is missing, incapable, or limitedly capable, or insolvent (bankrupt), opening in relation to one of the participants in the reorganization procedures by the court decision, the elimination of the participating in the partnership A legal entity or by the creditor of one of the participants in the collection to part of the property corresponding to its share in share capital, the partnership can continue its activities if it is provided for by the constituent agreement of the partnership or the agreement of the remaining participants.
2. Participants in the full partnership are entitled to demand the exception of any of the participants from the partnership on the unanimous decision of the remaining participants and if there are serious reasons, in particular, due to a gross violation by this participant of their duties or revealed his inability to reasonable work.

Article 77. Full partnership

1. A participant in the full partnership is entitled to get out of it, stating refusal to participate in the partnership.
Refusal to participate in the full partnership established without specifying the term should be announced by the participant at least six months before the actual exit from the partnership. The early refusal to participate in the full partnership established for a certain period is allowed only by a valid reason.
2. Agreement between the participants of the partnership on the refusal to get out of the partnership is negligible.

Article 78. The consequences of the disposal of the participant from the full partnership

1. The participant who retired from the full partnership is paid the cost of part of the property of the partnership, the corresponding share of this participant in the share capital, unless otherwise provided by the Constituent Agreement. By agreement of the disposal participant with the remaining participants, the payment of the value of the property can be replaced by the issuance of property in nature.
Due to the disposal participant, part of the property of the partnership or its value is determined by the balance sheet, except for the case provided for in Article 80 of this Code, at the time of its disposal.
2. In the event of the death of a participant in the full partnership, his heir can enter into a full partnership only with the consent of other participants.
The legal entity, which is the successor of the reorganized legal entity participating in the full partnership, has the right to enter into a partnership with the consent of the other participants, unless otherwise provided by the constituent agreement of the partnership.
Calculations with the heir (successor) that did not enter into a partnership are manufactured in accordance with paragraph 1 of this article. The heir (successor) of the participant of the full partnership is responsible for the obligations of the partnership to third partnership, according to which, in accordance with paragraph 2 of Article 75 of this Code, would be responsible for the retired member, within the estimated property of the disposal partnership.
3. If one of the participants dropped out of the partnership, the shares of the remaining participants in the share capital of the partnership increase accordingly, unless otherwise provided by the constituent contract or other agreement of the participants.

Article 79. Transfer of participant's share in the share capital of full partnership

The participant of the full partnership is entitled with the consent of the rest of its participants to transfer its share in the share capital or its part of another party to the partnership or a third party.
When transferring a share (part of the share) to another person to it completely either in the relevant part of the right belonging to the participant who transmitted the share (part of the share). The person who passes the share (part of the share) is responsible for the obligations of the partnership in the manner prescribed by paragraph to the first paragraph 2 of Article 75 of this Code.
Transferring the entire share to another party to the partnership ceases to participate in the partnership and entails the consequences provided for in paragraph 2 of Article 75 of this Code.

Article 80. Appeal to the share of the participant in the share capital of the full partnership

Appeal to the share of the participant in the share capital of the full partnership for its own debts of the participant is allowed only with the lack of other property for the coverage of debts. Such a participant's lenders have the right to demand from the full partnership of the partnership part of the property of the partnership corresponding to the share of the debtor in the share capital, in order to appeal to recover this property. A part of the property of the partnership or its cost is determined on the balance sheet compiled at the time of the creditors' claims for the selection.
The recovery of the property corresponding to the share of the participant in the share capital of the full partnership, ceases to participate in the partnership and entails the consequences provided for by paragraph by the second paragraph 2 of Article 75 of this Code.

Article 81. Elimination of full partnership

The full partnership is eliminated by the grounds specified in Article 61 of this Code, as well as in the case when a single participant remains in the partnership. Such a participant has the right for six months from the moment he became the only participant in the partnership, to transform such a partnership to the economic society in the manner prescribed by this Code.
The full partnership is also eliminated in cases specified in paragraph 1 of Article 76 of this Code, if the constituent agreement of the partnership or the agreement of the remaining participants is not provided that the partnership will continue its activities.

3. Partnership on faith

Article 82. Basic provisions on the partnership on faith

1. The partnership in the faith (comdatory partnership) recognizes the partnership in which along with participants who carry out on behalf of the partnership business activities and responsible for the obligations of the partnership with their property (full comrades), there are one or more participants - depositors (commanders) who bear the risk of losses related to the activities of the partnership, within the amount of deposits made by them and do not participate in the exercise of entrepreneurial activities.
2. The position of full comrades involved in the partnership on faith, and their responsibility for the obligations of the partnership are determined by the rules of this Code on the participants of the full partnership.
3. A person can be a complete companion only in one partnership on faith.
A participant in the full partnership cannot be a full companion in the partnership on faith.
Full comrade in the partnership on faith cannot be a member of the full partnership.
The number of commanders in the camaraderie on faith should not exceed twenty. Otherwise, it is subject to transformation into a business society throughout the year, and after this period - liquidation in court, if the number of its commanders does not decrease to the specified limit.

4. The proprietary name of the partnership on faith should contain either the names (names) of all full comrades and the words "partnership on faith" or "Commandit Councilism", or the name (name) of at least one complete comrade with the addition of words "and the company" and words "Partnership on faith" or "Commandit Counteropecy".
If the name of the contributor is included in the proprietary name of the partnership on the faith, such an investor becomes a complete companion.
5. The partnership for the faith applies the rules of this Code on the full partnership to the Full Community, since this does not contradict the rules of this Code on the partnership on faith.

Article 83. Constituent partnership agreement on faith

1. The partnership on faith is created and operates on the basis of the constituent agreement. The constituent agreement is signed by all full comrades.

Note:
Federal Law of 05.05.2014 N 99-FZ from September 1, 2014 in paragraph 2 of Article 83 of the Word "in addition to the information specified in paragraph 4 of Article 52 of this Code" Replaced with the words "information about the company name and location of the partnership", Article 52 sets out in the new edition. These words are missing in this paragraph. The provisions of paragraph 2 of Article 52 of the Old Edition contained in paragraph 4 of Article 52 of the new edition.

2. The constituent agreement of the partnership in faith must contain in addition to the information specified in paragraph 2 of Article 52 of this Code, the conditions for the amount and composition of the share capital of the partnership; about the amount and procedure for changing the shares of each of the full comrades in the share capital; about the amount, composition, timing and order of deposits, their responsibility for violating responsibilities for making contributions; On the aggregate amount of deposit depositors.

Article 84. Management in the partnership on faith and maintenance

1. Management of partnership on faith is carried out by full comrades. The procedure for managing and conducting such a partnership with its full comrades is established by them according to the rules of this Code of the full partnership.
2. Depositors are not entitled to participate in managing and conducting partnership affairs at faith, to speak on his behalf otherwise, as a power of attorney. They are not entitled to challenge the actions of full comrades for managing and conducting partnership.

Article 85. The rights and obligations of the contributor to the partnership on faith

1. The contributor to the partnership at faith is obliged to contribute to share capital. The contribution of the contribution is certified by the certificate of participation issued by the contributor to the partnership.
2. The contributor to the partnership in faith has the right to:

1) get part of the profit of the partnership, due to its share in the share capital, in the manner prescribed by the Constituent Treaty;
2) get acquainted with the annual reports and balances of the partnership;
3) at the end of the fiscal year, get out of the partnership and get their contribution in the manner provided for by the Constituent Agreement;
4) Transfer its share in the share capital or part of another depositor or a third party. Depositors are advantageous to third parties to the right of buying a share (part of it) in relation to the conditions and order provided for in paragraph 2 of Article 93 of this Code. Transferring the entire share to another contributor to the contributor to the partnership.

The constituent agreement of the partnership in faith may also provide other rights of the depositor.

Article 86. Elimination of the partnership on faith

1. The partnership on faith is eliminated when departing all the contributors participating in it. However, full comrades have the right instead of liquidation to transform a partnership on faith in a full partnership.
The partnership in faith is also eliminated on the basis of the liquidation of the full partnership (Article 81). However, the partnership on faith persists if there are at least one full comrade and one depositor.
2. When eliminating the partnership on faith, including in the event of bankruptcy, depositors have the right to complete comrades the right to obtain contributions from the property of the partnership left after meeting the requirements of its creditors.
The remaining property of the partnership is distributed between full comrades and depositors in proportion to their shares in the share capital of the partnership, unless otherwise established by the constituent contract or the agreement of full comrades and depositors.

3.1. Peasant (farmer) economy

(introduced by Federal Law of December 30, 2012 N 302-FZ)

Note:
Re-registration of KFC, created as a legal entity in accordance with previously existing legislation, is not required. Such KFCs have the right to maintain the status of Jurlitz to 01.01.2021.

Article 86.1. Peasant (farmer) economy

1. Citizens leading joint activities in the field agriculture Without the formation of a legal entity, on the basis of an agreement on the creation of the peasant (farmer) economy (article 23), it is entitled to create a legal entity - the peasant (farmer) economy.
The peasant (farmer) economy, created in accordance with this article as a legal entity, recognizes the voluntary association of citizens based on membership for joint production or other economic activities in the field of agriculture, based on their personal participation and association with members of the peasant (farmer) property contributions.
2. The property of the peasant (farmer) farm belongs to him on the right of ownership.
3. A citizen may be a member of only one peasant (farmer) economy created as a legal entity.
4. When addressing the recovery of lenders of the peasant (farmer) economy on land owned by the economy, the land plot is subject to sale from public bidding in favor of a person who is entitled to continue to continue land plot on targeted purpose.
Members of the peasant (farmer) economy, created as a legal entity, are subsequently responsible for the obligations of the peasant (farmer) economy.
5. Features of the legal status of the peasant (farmer) economy created as a legal entity are determined by law.

4. Limited Liability Company

Article 87. Basic provisions on limited liability society

1. A limited liability company recognizes the economic company, the authorized capital of which is divided into shares; The participants of the Limited Liability Company are not responsible for its obligations and bear the risk of losses associated with the activities of the Company, within the value of the share owned by it.
(as amended by Federal Law of 05.05.2014 N 99-FZ)
The participants of the Company who did not fully pay for the shares carry joint responsibility for the obligations of society within the value of the unpaid part of the share of each of the participants.
(paragraph 1 as amended by Federal Law of December 30, 2008 N 312-FZ)
2. The proprietary name of a limited liability company must contain the name of the Company and the Words "Limited Liability".
3. The legal status of a limited liability company and the rights and obligations of its participants are determined by this Code and the Law on Limited Liability Societies.

Article 88. Limited Liability Company

1. The number of participants in the limited liability company should not exceed fifty. Otherwise, it is subject to transformation into a joint-stock company during the year, and after this period - elimination in court, if the number of its participants does not decrease to the specified limit.

2. A limited liability company can be established by one person or may consist of one person, including when creating as a result of reorganization.
Paragraph has lost strength from September 1, 2014. - Federal Law of 05.05.2014 N 99-FZ.
(paragraph 2 as amended by Federal Law of December 30, 2008 N 312-FZ)

Article 89. Creation of a limited liability company and its charter
(as amended by Federal Law of 05.05.2014 N 99-FZ)

1. The founders of the Limited Liability Company enter into an agreement on the establishment of a limited liability company, which determines the procedure for the implementation of joint activities on the establishment of society, the size of the authorized capital of the Company, the size of their share in the authorized capital of the Company and other conditions established by the Law on Limited Liability Companies .
The agreement on the establishment of a limited liability company is in writing.
2. The founders of a limited liability company bear joint responsibility for obligations related to its establishment and arising before its state registration.
A limited liability company is responsible for the obligations of the founders of the Company related to its institution only in the case of the subsequent approval of the actions of the Founders of the Company by the General Meeting of the Company's participants. The size of the Company's responsibility for these obligations of the Founders of the Company may be limited by law on limited liability societies.
3. The constituent document of the limited liability company is its charter.
The Charter of the Limited Liability Company should contain information about the company name of the Company and the place of its location, the amount of its authorized capital (with the exception of the case provided for in paragraph 2 of Article 52 of this Code), the composition and competence of its bodies, the procedure for making solutions (including solutions On issues adopted by unanimously or qualified by a majority) and other information provided for by law on limited liability societies.
(as amended by federal laws from 05.05.2014 N 99-FZ, from 29.06.2015 N 209-FZ)
4. The procedure for the commission of other actions to establish a limited liability company is determined by the Law on Limited Liability Societies.

Article 90. The authorized capital of the Limited Liability Company

1. The authorized capital of a limited liability company (Article 66.2) is drawn up from the nominal value of the share of participants.
(paragraph 1 as amended by Federal Law of 05.05.2014 N 99-FZ)
2. The release of a limited liability company is not allowed from the responsibility of paying a share in the authorized capital of the Company.
Payment of the authorized capital of a limited liability company with an increase in the authorized capital by testing the requirements for society is allowed in cases provided for by law on limited liability societies.

3. The authorized capital of the Limited Liability Company is paid by its participants on time and in the manner provided by law on limited liability societies.
The consequences of the violation by the participants of the Society of the Society and the procedure for payment of the authorized capital of the Company are determined by law on limited liability societies.
(p. 3 as amended by Federal Law of 05.05.2014 N 129-FZ)
4. If at the end of the second or each subsequent fiscal year, the cost of net assets of a limited liability company will be less than its authorized capital, society is in order and on time provided for by the Law on Limited Liability Companies, is obliged to increase the cost of net assets to the amount of share capital or Register in the prescribed manner reducing the authorized capital. If the cost of the specified assets of the Company becomes less than the law of the minimum amount of share capital, society is subject to liquidation.

5. Reducing the authorized capital of a limited liability company is allowed after notifying all its creditors. In this case, the latter are entitled to demand early termination or execution of relevant obligations of the Company and reimbursement of damages.
The rights and obligations of creditors of credit institutions and non-credit financial organizations established in the organizational and legal form of a limited liability company are also defined by laws governing the activities of such organizations.
(paragraph 5 as amended by Federal Law of 05.05.2014 N 99-FZ)
6. An increase in the authorized capital of the Company is allowed after full payment of all its shares.

Article 91.

Article 92. Reorganization and liquidation of limited liability companies

1. A limited liability company can be reorganized or eliminated voluntarily on the unanimous decision of its participants.
Other foundations of the reorganization and liquidation of society, as well as the procedure for its reorganization and liquidation are determined by this Code and other laws.
2. The limited liability company has the right to transform into a joint-stock company, economic partnership or production cooperative.
(as amended by federal laws of 30.12.2008 N 312-FZ, from 05.05.2014 N 99-FZ)

Article 93. Transition of a share in the authorized capital of a limited liability company to another person

(as amended by Federal Law of December 30, 2008 N 312-FZ)

1. Transition of a share or part of the share of a member of the Company in the authorized capital of the Company with a limited liability to another person is allowed on the basis of a transaction or in order of succession or in other legally foundation Taking into account the peculiarities provided for by this Code and the Law on Limited Liability Societies.
2. Sale or alienation of otherwise share or part of the share in the authorized capital of a limited liability company to third parties is allowed in compliance with the requirements provided for by law on limited liability societies if this is not prohibited by the Company's charter.
Society participants enjoy the advantage of buying a share or part of the share of the participant in the Company. The procedure for the implementation of the preemptive right and the period during which participants of the Company can take advantage of the right shall be determined by law on limited liability companies and the Company's charter. The Company's charter may also provide for the preferential right to buy a share in a society or part of the share of the Company's participant if other participants in the Company did not use their preferential right to buy a share or part of the share in the authorized capital of the Company.
3. In case the Company's Charter, the alienation of the share or part of the share owned by the Company's participant, to third parties is prohibited and other members of the Company refused their acquisition or has no consent to alienate the share or part of the share of the Company's participant or a third party, provided that the need to get Such consent is provided for by the Company's Charter, the Company is obliged to acquire a share or part of the share on the request of the Company's participant.
(as amended by Federal Law of 05.05.2014 N 99-FZ)
4. The share of the participant in a limited liability company can be alienated to its full payment only in the part in which it has already been paid.
5. In the case of acquiring a share or part of the participant's share of a limited liability company, it is obliged to implement them to other participants or third parties on time and in the manner provided for by law on limited liability companies and the charter, or reduce their authorized capital in accordance with paragraphs. 4 and 5 of Article 90 of this Code.
6. Shares in the authorized capital of the Company are moving towards the heirs of citizens and to legal entrepreneurs of legal entities who were members of the Company, unless otherwise provided by the Charter of the Limited Liability Company. The company's charter may be provided that the transition of a share in the authorized capital of the Company to the heirs of citizens and legal entities of legal entities who were members of the Company, the transfer of a share owned by the liquidated legal entity, its founders (participants) having real rights His property or obligatory rights regarding this legal entity are allowed only with the consent of the other participants in the Company. Failure to consent to the transition of a share entails the duty of society to pay its actual value to these persons or to give them property in nature, the corresponding cost, in the manner and on the conditions that are provided for by the Law on Limited Liability Company and the Company's Charter.
7. The transition of a participant in a limited liability company to another person entails the cessation of his participation in society.

Article 94. Exit Member of the Company Limited Liability Company

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

1. A limited liability participant has the right to get out of society, regardless of the consent of its other participants or society by:

Note:
The application of the participant on the exit of society should be notarized according to the rules stipulated by the legislation on the notarity to certify the transactions (federal law of 08.02.1998 N 14-FZ).

1) filing an application for exit from society, if such an opportunity is provided for by the Company's charter;
2) The requirements for the acquisition of a share in cases stipulated by paragraphs 3 and 6 of Article 93 of this Code and the Law on Limited Liability Societies.

2. When submitting a member of the Company with a limited liability statement about the exit of society or makes it the requirement to acquire a share in the cases provided for by paragraph 1 of this article by the Company in cases stipulated by paragraph 1 of this article, the share passes to society from the moment the Company is received by the Company (Requirements). This participant should be paid to the actual value of its share in the authorized capital or with his consent should be issued in nature the property of the same value in the manner in the manner and within the time limits, which are provided for by the Law on Limited Liability Company and the Company's Charter.

5. Society with additional responsibility

Note:
From September 1, 2014, the norms of chapter 4 of the Civil Code of the Russian Federation (as amended by the Federal Law of 05.05.2014 N 99-FZ) are applied to the previous responsibility (editions of the Federal Law of 05.05.2014 N 99-FZ) on limited liability companies (Articles 87 - 90, 92 - 94).

Article 95. Failure from September 1, 2014. - Federal Law of 05.05.2014 N 99-FZ.

6. Joint-Stock Company

Note:
From September 1, 2014, the norms of chapter 4 of the Civil Code of the Russian Federation are applied to closed joint-stock companies (as amended by the Federal Law of 05.05.2014 N 99-FZ) on joint-stock companies.

Article 96. Basic provisions on joint stock company

1. A stock company is recognized by the economic company, the authorized capital of which is divided into a certain number of shares; Participants in the joint-stock company (shareholders) do not respond to its obligations and carry the risk of losses related to the activities of the Company, within the value of the shares belonging to them.
(as amended by Federal Law of 05.05.2014 N 99-FZ)
Shareholders who have not fully paid shares carry joint responsibility for the obligations of the joint-stock company within the unpaid part of the value of the shares belonging to them.
2. The proprietary name of the joint-stock company must contain its name and indication that society is a joint-stock company.
3. The legal status of the joint-stock company and the rights and obligations of shareholders are determined in accordance with this Code and the Law on Joint-Stock Companies.
The peculiarities of the legal status of joint-stock companies created by the privatization of state and municipal enterprises are also determined by laws and other legal acts on the privatization of these enterprises.
The peculiarities of the legal status of the credit institutions created in the organizational and legal form of the joint stock company, the rights and obligations of their shareholders are also determined by the laws governing the activities of credit institutions.
(paragraph was introduced by Federal Law of 08.07.1999 N 138-FZ, as amended by Federal Law of 05.05.2014 N 99-FZ)

Article 97. Public Joint Stock Company

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

Note:
If on 01.07.2015 the charter and the name of the AO created before September 1, 2014 indicates that it is a PJSC in the absence of signs of publicity, such an AO up to 07/01/2020 must register a prospectus of shares or change the charter, eliminating public status (FZ of 29.06.2015 N 210-ФЗ).

Note:
Created until 01.09.2014 AO and the features of PJSC are recognized as such regardless of the indication of this in their name. On exceptions to this rule and refusal to public status, see FZ of 05.05.2014 N 99-FZ.

1. Public Joint Stock Company (paragraph 1 of Article 66.3) is obliged to submit information about the company name of the Company containing an indication of what society into a single state register of legal entities that society is public.
The joint-stock company has the right to submit to the application of legal entities to the Unified State Register of Legal Entities about the company name of the Company containing an indication of what society is public.
Joint-stock company acquires the right to publicly post (by open subscription) shares and securities convertible in its shares, which may publicly apply to the conditions established by the laws on securities, from the date of entering the Unified State Register of Legal Entities about the company name of the Company containing An indication of what society is public.
2. The acquisition of a non-public joint-stock company of the status of a public society (paragraph 1 of this article) entails the invalidity of the provisions of the Charter and internal documents of the Company, contrary to the rules about the public joint-stock company established by this Code, the Law on Joint-Stock Companies and Securities Clauses.
3. The collegial management body of the Company is formed in the public joint-stock company (paragraph 4 of Article 65.3), the number of members of which cannot be less than five. The procedure for the formation and competence of the specified collegial government is determined by the Law on Joint-Stock Companies and the Charter of the Public Joint Stock Company.
4. Responsibilities of maintaining the register of shareholders of a Public Joint Stock Company and the fulfillment of the functions of the Accounts Commission are carried out by the Organization provided by the License Law.
(as amended by Federal Law of 06/29/2015 N 210-FZ)
5. The number of shares belonging to one shareholder cannot be limited in a public joint-stock company, their total nominal value, as well as the maximum number of votes provided to one shareholder. The Charter of the Public Joint Stock Company cannot provide for the need to obtain someone's consent to the alienation of shares of this society. No one can be given the right to prevail the acquisition of shares of a public joint-stock company, except for the cases provided for in paragraph 3 of Article 100 of this Code.
The Charter of the Public Joint Stock Company cannot be attributed to the exclusive competence of the General Meeting of Shareholders, the decision of the issues that are not related to it in accordance with this Code and the Law on Joint-Stock Companies.
6. Public Joint Stock Company is obliged to disclose publicly information provided for by law.
7. Additional requirements for creating and activity, as well as to the termination of public joint-stock companies are established by law on joint-stock societies and securities laws.

Article 98. Creation of joint stock company
(as amended by Federal Law of 05.05.2014 N 99-FZ)

1. The founders of the joint stock company conclude a contract that determines the procedure for the implementation of joint activities on the creation of society, the size of the share capital of the Company, the categories of issued shares and the procedure for their placement, as well as other conditions provided for by the Law on Joint-Stock Companies.
The agreement on the establishment of a joint stock company is in writing by drawing up one document signed by the parties.
(as amended by Federal Law of 05.05.2014 N 99-FZ)
2. The founders of the joint-stock company are subject to solidarity responsibility for the obligations that arose before the Company's registration.
The Company is responsible for the obligations of founders related to its creation, only in the case of the subsequent approval of their actions by the General Meeting of Shareholders.
3. The constituent document of the joint stock company is its charter approved by the founders.
The Charter of the joint-stock company should contain information about the company name of the Company and the place of its location, the conditions for the categories of shares manufactured by the Company, about their nominal value and quantity, the amount of the share capital of the Company, the Rights of Shareholders, the composition and competence of the Company's bodies and the procedure for making solutions, including on issues, solutions for which are accepted unanimously or qualified by a majority vote. The Charter of the joint stock company should also contain other information provided for by law.
(as amended by Federal Law of 05.05.2014 N 99-FZ)
4. The procedure for the commission of other actions to create a joint stock company, including competence constituent assemblyDefined by law on joint-stock companies.
5. Features of the creation of joint-stock companies in the privatization of state and municipal enterprises are determined by laws and other legal acts on the privatization of these enterprises.
6. A joint-stock company can be created by one person or consist of one person in the event of an acquisition by one shareholder of all shares of the Company. Information about this is to be submitted to the Unified State Register of Legal Entities.
A joint stock company cannot have a different economic company as a single participant, consisting of one person, unless otherwise established by law.
(p. 6 as amended by Federal Law of 05.05.2014 N 99-FZ)

Article 99. The authorized capital of the joint stock company

1. The authorized capital of the joint-stock company is drawn up from the nominal value of the shares of the Company acquired by shareholders.
Paragraph has lost strength from September 1, 2014. - Federal Law of 05.05.2014 N 99-FZ.
2. The shareholder is not allowed from the responsibility of payment of shares of the Company.
Payment of additional shares placed by the Company by testing the requirements for society is allowed in cases stipulated by the Law on Joint-Stock Companies.
(p. 2 as amended by Federal Law of December 27, 2009 N 352-FZ)
3. The open subscription to the shares of the joint stock company is not allowed until full payment of the authorized capital. When establishing a joint-stock company, all of its shares must be distributed among the founders.
4. If at the end of the second or each subsequent fiscal year, the cost of net assets of the joint stock company will be less than its authorized capital, society is in order and on time provided for by the Law on Joint-Stock Companies, it is obliged to increase the cost of net assets to the amount of authorized capital or register in the prescribed manner Reducing the authorized capital. If the cost of the specified assets of the Company becomes less than the law of the minimum amount of share capital, society is subject to liquidation.
(p. 4 as amended by Federal Law of 05.05.2014 N 99-FZ)
5. The law or charter of a non-public society may establish the number, the total nominal value of shares or maximum number Votes belonging to one shareholder.
(as amended by Federal Law of 05.05.2014 N 99-FZ)

Article 100. Increase the authorized capital of the joint stock company

1. Joint-stock company in accordance with the Law on Joint-Stock Companies has the right to increase the authorized capital by increasing the nominal value of shares or the release of additional shares.
(as amended by Federal Law of 05.05.2014 N 99-FZ)
2. An increase in the authorized capital of the joint-stock company is allowed after its full payment.

3. In cases and in the manner provided by the Law on Joint-Stock Companies, shareholders and persons who own the securities of the Company, convertible in its shares, may be provided with the preferential right to purchase additional shares issued by the Company or convertible into securities.
(p. 3 as amended by Federal Law of 05.05.2014 N 99-FZ)

Article 101. Reducing the authorized capital of the joint stock company

1. A joint-stock company in accordance with the Law on Joint-Stock Companies has the right to reduce the authorized capital by reducing the nominal value of shares or by purchasing a part of the shares in order to reduce their total number.
(as amended by Federal Law of 05.05.2014 N 99-FZ)
The decrease in the share capital of the Company is allowed after notifying all its creditors in the manner determined by the Law on Joint-Stock Companies. The rights of creditors in the event of a decrease in the authorized capital of the Company or to reduce the value of its net assets are determined by the Law on Joint-Stock Companies.
(as amended by Federal Law of 27.12.2009 N 352-FZ)
The rights and obligations of creditors of credit institutions and non-credit financial organizations established in the organizational and legal form of the joint stock company are also determined by laws governing such organizations.
(as amended by Federal Law of 05.05.2014 N 99-FZ)
2. Reducing the authorized capital of the joint-stock company by buying and repaying the part of the shares is allowed if such an opportunity is provided for in the Charter of the Company.

Article 102. Restrictions on the issuance of securities and the payment of dividends of the joint stock company

Note:
Preferred shares purchased at the expense of the funds specified in paragraph 3 of Article 4 and part 3 of Article 5 of the Federal Law of October 13, 2008 No. 173-FZ (Ed. Dated July 21, 2014) are not taken into account when calculating the share of privileged shares (the nominal value of the privileged privileged shares) in the total authorized capital of the joint-stock company for purposes of paragraph 1 of Article 102.

Note:
Article 102 clause 1 applies, taking into account the provisions of the Federal Law of July 18, 2009 No. 181-FZ (paragraph 2 of Article 11 of the Federal Law of July 18, 2009 No. 181-FZ).

1. The proportion of preferred shares in the total volume of share capital of the joint stock company should not exceed twenty-five percent. At the same time, a public joint-stock company is not entitled to post privileged shares, the nominal value of which is lower than the nominal value of ordinary shares.
(as amended by Federal Law of 05.05.2014 N 99-FZ)
2. Entry since September 1, 2014. - Federal Law of 05.05.2014 N 99-FZ.
3. Joint-stock company is not entitled to declare and pay dividends:
until full payment of all authorized capital;
if the cost of net assets of the joint stock company less than its authorized capital and the reserve fund either be less than their size as a result of dividend payments;
in other cases provided for by the Law on Joint-Stock Companies.
(paragraph introduced by Federal Law of 05.05.2014 N 99-FZ)

Article 103. Failure from September 1, 2014. - Federal Law of 05.05.2014 N 99-FZ.

Article 104. Reorganization and liquidation of the joint stock company

1. A joint stock company can be reorganized or eliminated voluntarily by decision of the General Meeting of Shareholders.
Other foundations and the procedure for reorganization and liquidation of the joint stock company are determined by law.
(as amended by Federal Law of 05.05.2014 N 99-FZ)
2. Joint-stock company has the right to transform a limited liability company, economic partnership or production cooperative.
(p. 2 as amended by Federal Law of 05.05.2014 N 99-FZ)

Note:
For affiliation and subsidiary of economic society, see Articles 53.2 and 67.3 of this document.

7. Subsidia and Dependent Society

Articles 105 - 106.Strengths from September 1, 2014. - Federal Law of 05.05.2014 N 99-FZ.

8. Production cooperatives

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

Article 106.1. The concept of production cooperative

1. The production cooperative (arteel) recognizes the voluntary association of citizens on the basis of membership for joint production or other economic activities (production, processing, sales of industrial, agricultural and other products, work, trade, household service, the provision of other services) based on their Personal labor and other participation and association of its members (participants) of property share contributions. The law and charter of the production cooperative may be provided to participate in its activities of legal entities. Production cooperative is a corporate commercial organization.
2. Members of the production cooperative are undertaken on the obligations of the Cooperative Subsidiary Responsibility in size and in the manner provided by the law on production cooperatives and the charter of the cooperative.

Article 106.2. Creating a production cooperative and its charter

1. The constituent document of the production cooperative is its charter, approved by the general meeting of its members.
2. The charter of the production cooperative should contain information about the company name of the cooperative and location of its location, the conditions for the amount of mutual contributions of members of the cooperative, composition and procedure for making mutual contributions by members of the cooperative and their responsibility for violation of the obligation to make mutual contributions, the nature and procedure for Participation of its members in the activities of the cooperative and their responsibility for violation of the obligation to accept personal labor involvement in the activities of the cooperative, on the procedure for the distribution of profits and losses of the cooperative, the amount and conditions of the subsidiary responsibility of its members on the obligations of the cooperative, the composition and competence of the cooperative bodies and the procedure for adopting They are solutions, including on issues, solutions for which are accepted unanimously or qualified by a majority vote.
3. The proprietary name of the production cooperative must contain its name and the words "production cooperative" or the word "artel".
4. The number of members of the cooperative should not be less than five.

Article 106.3. Property of production cooperative

1. Property owned by the production cooperative is divided into the shares of its members in accordance with the Charter of the Cooperative.
The charter of the cooperative can be found that a certain part The property owned by the cooperative is indivisible funds used on the purpose determined by the charter.
The decision to form indivisible funds is adopted by members of the cooperative unanimously, unless otherwise provided by the charter of the cooperative.
2. A member of the production cooperative is obliged to make a cooperative at least ten percent of the mutual contribution, and the rest of the year from the moment of state registration of the cooperative.
3. The profit of the production cooperative is distributed between its members in accordance with their labor participation, unless otherwise provided by the law on production cooperatives and the charter of the cooperative.
In the same order, the property remained after the elimination of the cooperative and satisfy the requirements of its creditors.

Article 106.4. Features of management in the production cooperative

1. The executive bodies of the production cooperative are the Chairman and the Board of the Cooperative, if its education is provided for by the law or charter of the cooperative.
2. Members of the Board of the Production Cooperative and the Chairman of the Cooperative can be only members of the cooperative.
3. A member of the production cooperative has one voice when making decisions by the General Assembly.

Article 106.5. Termination of membership in the production cooperative and the transition of the share

1. A member of the production cooperative at its discretion is entitled to get out of the cooperative. In this case, it must be paid the value of the share or the property must be issued, the value of which corresponds to the value of its share, and other payments provided for by the Charter of the Cooperative should be made.
The payment of the cost of the share or the issuance of another property by the emerging member of the cooperative is made at the end of the fiscal year and approval of the accounting (financial) reporting of the cooperative, unless otherwise provided by the charter of the cooperative.
2. A member of the production cooperative may be excluded from the cooperative to solve the general meeting in the event of non-fulfillment or improper performance of the duties assigned to it by the Charter of the Cooperative, as well as in other cases provided for by the law and charter of the cooperative.
A member of the Board of the Cooperative may be excluded from the cooperative to solve the general meeting in connection with membership in a similar cooperative.
A member of the cooperative, excluded from it, has the right to receive a share and other payments provided for by the Charter of the Cooperative, in accordance with paragraph 1 of this article.
3. A member of the production cooperative is entitled to transfer his Pai or its part to another member of the cooperative, unless otherwise provided by the law and charter of the cooperative.
Transferring a share or part of a citizen who is not a member of the cooperative is allowed with the consent of the general meeting of the members of the cooperative. In this case, other members of the cooperative use the advantage of the purchase of such a share or part of it.
4. In the event of the death of a member of the production cooperative, its heirs can be adopted in the members of the cooperative, unless otherwise provided by the charter of the cooperative. Otherwise, the cooperative pays the perishable fee of the deceased member of the cooperative.
5. The appeal of the collection of a member of the production cooperative for the debts of a member of the cooperative is allowed only with the lack of other its property to cover such debts in the manner prescribed by law and the charter of the cooperative. The debt recovery of a member of a cooperative cannot be drawn to indivisible funds of the cooperative.

Article 106.6. Transformation of production cooperative

The production cooperative to solve its members adopted unanimously can be transformed into an economic partnership or society.

Note:
For production cooperatives, see subparagraph 8 paragraph 2 of chapters 4 of this document.

Civil Code, N 51-FZ | Art. 66 of the Civil Code of the Russian Federation

Article 66 of the Civil Code of the Russian Federation. The main provisions on economic partnerships and societies (current edition)

1. Economic partnerships and societies recognize corporate commercial organizations with divided into share (contributions) of the founders (participants) by the statutory (share) capital. The property created by the contributions of the founders (participants), as well as the and acquired economic partnership or society in the process of activity, belongs to the right of ownership of the economic partnership or society.

The empowerment of the participants of the economic company is determined in proportion to their shares in the authorized capital of the Company. Another volume of the authorities of the participants of a non-public economic society may be provided for by the Company's charter, as well as a corporate agreement, subject to information on the presence of such a contract and the scope of the Company's empowerment in the Unified State Register of Legal Entities.

2. In cases provided for in this Code, the economic company can be created by one person who becomes its only participant.

Economic society cannot have a different economic company as a single participant, consisting of one person, unless otherwise established by this Code or other law.

3. Economic partnerships can be created in the organizational and legal form of a full partnership or partnership on faith (comdatory partnership).

4. Business companies can be created in organizational and legal form of a joint stock company or a limited liability company.

5. Participants in full partnerships and full comrades in partnerships can be individual entrepreneurs and commercial organizations.

Participants in economic societies and depositors in partnerships in faith may be citizens and legal entities, as well as public legal entities (Article 125).

6. State bodies and local governments are not entitled to participate on their own behalf in economic partnerships and societies.

Institutions may be parties to business companies and depositors in partnerships on faith with the permission of the property owner of the institution, unless otherwise established by law.

The law may be prohibited or limited to the participation of individual categories of persons in economic partnerships and societies.

Economic partnerships and societies may be founders (participants) of other economic partnerships and societies, with the exception of cases provided by law.

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

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

1. The provisions of the commented article remain previously defined general provisions on economic partnerships and societies. The main purpose of changes made to the article is adaptation. general provisions On legal entities, taking into account the new classification of legal entities and the peculiarities of their legal status, the procedure for managing such subjects. The practical implementation of these provisions is possible in aggregate with other novels of the Civil Code of the Civil Code of the Russian Federation, governing as a common legal status a legal entity and the status of individual categories and types of legal entities.

Economic partnerships and societies are:

1) commercial legal entities;

2) corporate legal entities;

3) legal entities who have authorized (share) capital, divided into shares (deposits) of the founders (participants);

4) legal entities whose property created by the contributions of founders (participants), as well as the ones and acquired in the process of their activities, belong to these legal entities (that is, the economic partnership or society) on the right of ownership.

The size of the authorized capital is defined as the amount of deposits of all participants. Share of each participant in numerical expression equal to the amount of its contribution. The size of the share is determined not only in the number (monetary) expression, but also in percent or fractions to the capital itself.

The empowerment of the participants of the economic company is determined in proportion to their shares in the authorized capital of the Company. The decisions of the General Assembly are made on the basis of the opinions of participants with a control or blocking voice, i.e. Participants, the size of the share of which exceeds the shares of one or more participants. Decisions can be accepted by participants who have a small share in the authorized capital of the Organization, in the event of an association of their votes. The number of votes of each participant may vary in cases provided for by the current legislation or the Charter of the Organization. The size of the share is not subject to change, only the number of participant's votes is changed. Another volume of the empower participants of an unemployed economic company may be provided for by the Company's charter, as well as a corporate agreement, subject to the introduction of information on the presence of such a contract and the provisions provided for by them by the Company's participants in the Enjoy.

2. The law does not limit the right of an individual to create a business society, including alone, while simultaneously limiting a similar right of other society to establish a similar organization to itself. Economic society cannot act as the only participant in another organization. The restriction is aimed at ensuring compliance with the requirements of current legislation, including in terms of the procedure for eliminating the organization. The liquidation of the organization is the only participant in the economic company is the basis for the exception to the EGRULT and the Company itself. The specified restriction is valid throughout the entire period of the Company's activities.

3. Economic societies and partnerships act as independent participants in civil turnover, i.e. Executed rights and responsibilities, and can also acquire them through their actions. Their activity is based on the principle "All that is not prohibited by law is allowed. Economic partnership or society can only be formed in the form, which is determined by law, i.e. The Company may be a joint-stock or limited liability, and a partnership is complete or in faith.

4. Individuals and organizations may be as a member of the economic society or partnership. Thus, individual entrepreneurs and commercial organizations may be participants in full companions and full comrades in partnerships. Participants in economic societies and depositors in partnerships may be citizens and legal entities, as well as public legal entities.

At the same time, institutions may be parties to economic societies and depositors in partnerships in faith only with the permission of the owner of the property of the institution, unless otherwise established by law. Organms state power And local self-government is prohibited from participation on its own behalf in economic societies and partnerships. Economic partnerships and societies may be founders (participants) of other economic partnerships and societies, with the exception of cases provided by law.

The law reserves the right to establish other restrictions on the participation of certain civil turnover actors in economic societies or partnerships.

For example, the founders (participants, shareholders) and the Office of the Insurance Medical Organization are not entitled to include employees of federal executive authorities in the field of health, the executive authorities of the subjects of the Russian Federation in the field of health, local governments authorized to implement the management of health management , Federal fund and territorial funds, medical organizations providing medical care for compulsory health insurance (part 2 of article 14 of the Federal Law of 29.11.2010 N 326-FZ "On Compulsory Medical Insurance in Russian Federation").

Judicial practice under Article 66 of the Civil Code of the Russian Federation:

These circumstances have found confirmation in the court of first instance and is essentially not disputed by the applicant. In accordance with Article 66 of the Civil Code of the Russian Federation, a limited liability company is one of the organizational forms of the economic company ...

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In some cases, independent commercial activities of a legal entity may not be effective enough. IN similar situations It is advisable to create household societies.

Definition of concept

Economic societies are subjects of entrepreneurial activities whose creators are legal or individuals. They are formed by combining property, the ultimate goal is to receive maximum profits. The formed organizations themselves are the status of legal entities.

It is worth noting that the participants of economic societies are not only entities of entrepreneurship, but also citizens who are directly unrelated to commercial activities. When entering into this union, each of the subjects retains its initial status.

In order for the organization to have the right to be called a business society, it must comply with the following signs:

• has a legal entity form;
• entrepreneurs, enterprises or individuals are acting as founders;
• during the establishment of society, the property values \u200b\u200bof the participants were made;
• each of the participants in the organization has 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.

Principles of activity

Economic companies operate in accordance with a number of principles:

• participants in the association independently and freely determine the type of commercial activity;
• technology development, organization manufacturing process, the establishment of supply and sales, budget formation and other points occur without outside interference;
• the management of the Company has complete freedom in terms of attracting and released personnel (within the framework of labor legislation);
• the activity is aimed at obtaining benefits, which is associated with relevant financial risks.

Types of economic societies

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

• Joint-stock company is an organization, the authorized capital of which is proportional to a certain number of shares. Each of them has the same nominal. Shareholders (holders of securities) are responsible as part of their share in capital.
• A limited liability company, like the previous one, also has the authorized capital, divided into several parts. At the same time, the holders of securities carry material liability solely within the framework of these numbers.
• Each of the participants in the Company with more responsibility is responsible in a scale proportional to its share in capital. If the organization's funds are not enough to cover the obligations, then all its members repaid debt balance in equal shares.
• Full society is such a economic association in which participants are responsible for obligations not only by their investment, but also to all personal property.
• Commandit companies provide their participants the right to carry out entrepreneurial activities from their face. At the same time there is additional responsibility. In some cases, personal property can also be used to cover the obligations.
• Association arises on the basis of contractual relationships. Despite the fact that its participants pursue a common goal and accountable to leadership, it does not interfere in the commercial activity of these units.
• The corporation is largely similar to the Association. The main difference is that participants transfer certain authority to manage their activities to the highest leadership.
• The consortium is a union that is temporary. After achieving a common goal, prescribed in the contractual and statutory documents, this society ceases its activities and existence.
• Concern is a union of several enterprises or organizations that are engaged in different species production or non-manufacturing activities. They are combined dependence on central Organ Management, which carries out their financing and coordinates activities for all key issues.

Forms of joint stock companies

The forms of economic societies, the authorized capital of which are distributed among the shares holders, may be as follows:

• Open - their shares can acquire any people who want during free trading. In addition, if you wish to sell your securities, the holder can freely implement its intention without notifying other participants in the economic society.
• Closed - characterized by the fact that stocks are distributed in a strictly defined circle of persons (most often it is limited to the founders. In order to sell securities or transfer them to another person to another person, the participant must notify its partners and receive consent from them to this action.

Rights

The rights of the economic company (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 obtaining dividends, corresponding to the share in the authorized capital;
• obtaining full information on the activities of the Company ( we are talking both about annual reporting documents and unscheduled provision of relevant information);
• in accordance with the procedure established by law, as well as by the statutory documents, the participant of the economic company may leave it.

Responsibilities

The participants of the economic company are required:

• carry out their activities in accordance with the constituent documents of the Organization;
• completely obey the highest governing bodies;
• pay the authorized capital in the amount corresponding to the securities package;
• act not only in your own interests, but also in the interests of all participants in society.

Work organization

The organization of the economic society implies the preparation of constituent documents, the main of which is the charter. It contains general About participants, as well as types of commercial activities. In addition, species and features of securities should be described in detail here, according to which the authorized capital is paid and the distribution of responsibility. Next, information about the name and coordinates, as well as the timing of activity (if they are limited).

Economic societies are required to pass state registration. For each species, it has its own characteristics. After consideration of the documents in the relevant instances and obtaining a registration certificate, the Company receives the status of a legal entity. All changes that will continue to be made to the charter and other constituent documents are also subject to state registration.

conclusions

A fairly common phenomenon in the modern economy is a business society. Commercial enterprise (or individual) It is not always possible to achieve the desired results alone. In this case, organizations with similar objectives and activities can be united. Several types of economic societies are distinguished. They differ in types of securities, as well as the principles of distribution of responsibility between participants.

It is worth noting that the main sign of economic societies is the commercial focus. After the profit is obtained, each participant has the right to get its share in accordance with the securities package or the degree of participation in the authorized capital.

Article 3. Participants of the economic partnership and society

1. Citizens and (or) legal entities may be participants in complete partnerships and full comrades in comdatory partnerships.

2. A citizen can be a member of only one full partnership or a complete companion in one comdant partnership.

3. There must be at least two participants in the economic partnership.

4. Participants in a limited liability company, the Company with additional responsibility and depositors in the Commanded Partnership may be citizens and (or) legal entities, with the exception of legislative, executive and judicial bodies.

The regulatory legal acts of the Kyrgyz Republic may provide cases where the executive authorities can be parties to the economic partnership specially created for these purposes.

5. Limited Liability Company, Society with additional responsibility can be created by one person or consist of one person in case of acquiring this person to all the shares of the Company's share capital.

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

4. The established agreement of the economic partnership and society is signed by all its participants.

5. The Charter of the Economic Society is signed by the person appointed by the General Assembly of Participants, the Managing Present Society.

The charter of the economic society, the participant of which is one person, signs by this participant.

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

7. In the constituent contract, participants undertake to create a business partnership and society, to establish the procedure for creating it and determine: the conditions for transferring their property to the ownership of the partnership and society, participation in its activities, the distribution between the participants of the profit and loss, the management of its activities, exit its composition; the amount of the share of each of the participants; size, composition, timeline and procedure for contributions; Responsibility of participants for violating duties to make contributions, the size and composition of the authorized capital.

The Constituent Agreement may contain other information provided for by law or participants.

8. The Charter of the Economic Society is approved by the participants, which is reflected in the constituent contract.

The charter of the economic company, as well as the founding contract of the economic partnership, determines: the type of partnership and society, its name, location, the term of activity (if it is established under its institution), the authority of the head, government and control authorities, their competence, the procedure for the formation of property, order Distribution of profits and compensation of losses, conditions for termination of activities (reorganization or liquidation) of the partnership and society, as well as the relationship between a partnership or society and participants.

The charter of the economic society and the constituent contract of the economic partnership may contain other provisions provided for by law or participants.

The Charter of the Economic Society should contain provisions that determine the powers of the General Assembly, the executive body of the Company for the commission of major transactions, as well as prohibiting or limiting the alienation by the executive body of the Society of Property, which is included in the authorized capital.

9. In the constituent documents, in addition to the conditions specified in paragraphs 7 and 8 of this article, the conditions provided for by this Law for the relevant species of partnerships and societies should also be contained.

10. In the absence of conditions provided for in paragraphs 7, 8 and 9 of this article, the constituent documents are recognized as invalid at the request of state bodies that are provided by the regulatory legal acts of the Kyrgyz Republic, as well as at the request of other interested persons in court.

11. After the state registration of the economic partnership and society, participants are parties to the partnership and society.

12. The list and content of the constituent documents not provided for by this law of individual species of commercial organizations established in the form of economic partnerships and societies are determined by the regulatory legal acts of the Kyrgyz Republic on these organizations.

13. State registration of economic partnerships and societies is carried out in the manner prescribed 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 clause 4 of this article is the basis for the elimination of the economic partnership and society by the court decision on the application of stakeholders.

Article 19. Addressing the participant's share in full partnership

1. Appeal to the share of the participant in the property of the full partnership for his personal debts is allowed only with a lack of other property for covering its debts. The creditors of such a participant have the right to demand from the full partnership of the selection of part of the property of the partnership in proportion to the debtor's contribution to the authorized capital of the partnership in the manner determined by Article 16 of this Law in order to address the recovery on this property. A part of the property of the partnership or its cost is determined on the balance sheet compiled at the time of the creditors' claims for the selection.

2. Appeal to the share of the participant in the property of the full partnership terminates its participation in the partnership and entails the consequences provided for in Articles 14, 18 and 23 of this Law.

Article 20. The consequences of the recognition of the participant in the full partnership is missing, incapable or limitedly capable

1. If, when recognizing a participant in the full partnership is incapable or missing, the partnership is preserved, then the guardian of this participant or its property can participate in the activities of the partnership only with the consent of all other partnership participants.

The same consent of all participants in the partnership is required to participate in the activities of the participant's partnership recognized as limitedly capable.

2. If the participant's guardian fails, recognized as missing or incapacitated, from participation in the activities of the full partnership on behalf of this participant or the refusal of the partnership itself from such participation in his activities of the guardian as a legitimate representative of this participant is paid the cost of part of the property of the partnership, owned by the procedure defined Article 16 of this Law.

The participant recognized as limitedly capable in the event of a refusal of the partnership or the legal representative of this participant from participating in the activities of the partnership to this participant in the same procedure is paid the cost of part of the property of the partnership.

Article 21. Reception of new participants in full partnership

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

2. When receiving new participants in the constituent documents of the full partnership, changes are made regarding:

1) a new amount of partnership shares;

2) the procedure for managing the partnership;

3) size, order, deadlines and method of introducing a new party to the partnership of its contribution;

4) and other conditions associated with the reception of a new participant.

Article 22. Distribution of profits and losses of the full partnership

1. Profit and losses of the full partnership are distributed among the participants in proportion to the size of their contributions to the authorized capital of the partnership, unless otherwise established by the constituent contract or the participants' agreement.

2. Agreements eliminating from participation in the distribution of profits and cover losses of some of the participants in the full partnership are invalid.

Article 23. Responsibility of participants in the debts of full partnership

1. If, in the elimination of the full partnership, it turns out that cash is not enough to cover all his debts, for the partnership in the missing part, the participants are carried in the missing part, to which, in accordance with the regulatory legal acts of the Kyrgyz Republic, the penalty may be drawn.

2. A participant in the full partnership that joined him after its establishment in the order of transfer of a share or succession, responds on a par with other participants, including on the obligations arising after its entry into the partnership.

A participant in the full partnership that joined the partnership after its establishment in the procedure of adopting a new participant, is only responsible for obligations arising after its entry into the partnership.

3. A participant who came out of the full partnership in order to transfer the share to another participant or a third party, appeal to his share in the property of the comrades, by the creditor (creditors) or the refusal of other participants in the country of consent to participate in the activities of the partnership, as well as the successor (heir) of the deceased Or declared the participant who was denied by the rest of the participants in the admission to the Association, are not responsible for the obligations of the partnership.

4. A participant who fully or partially debt full partnership, has the right to apply with a regressive requirement in the appropriate part to the other participants who carry out shared responsibility in proportion to the size of its share in the property of the partnership.

5. In case of termination of the full partnership, the participants are responsible for the obligations of the partnership arising before the termination of its activities, within two years from the date of termination of the activities of the partnership.

6. Agreements of participants who change the procedure established by the legislation of the Kyrgyz Republic on the obligations of the full partnership, which is provided for by this article are invalid.

Article 24. Features of termination of full partnerships

1. The activities of the full partnership in addition to the foundations specified in Article 9 of this Law, it is also terminated in the case when the only participant remains in the partnership.

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

3. Member within six months from the moment he became the only participant in the full partnership, the following actions are also entitled to perform:

1) to conclude an agreement with depositors to finance the activities carried out by the partnership and form a comdients;

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

Chapter II.
Commandite partnership

Article 25. The concept of a commercial partnership

1. The economic partnership is admitted, which includes, along with one or more participants, solidarly carrying additional responsibility for the obligations of the partnership to all their property (full comrades), also one or more participants, the responsibility of which is limited to the amount of contribution made by them to the authorized capital of the partnership (depositors ) and which do not participate in the implementation of entrepreneurial activities.

2. The legal status of full comrades involved in the commercial partnership, and their responsibility for the obligations of the partnership are determined by the rules on the participants in the full partnership established in the Civil Code of the Kyrgyz Republic.

3. The norms of this Law on the Commander (Article 10-24) apply to the Commandal Partnership (Articles 10-24), since this does not contradict the provisions of this chapter.

Article 26. Rights and obligations of depositors of the Commandit Partnership

1. Depositors of the Commandit Partnership are entitled:

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

2) get acquainted with the annual reports and balances of the partnership, as well as check the correctness of their compilation;

3) convey its share in the property or part of it to another depositor or a third party in the manner provided for by this Law and the constituent documents of the Partnership;

4) get out of the partnership in the manner prescribed by clause 2 of Article 30 of this Law and the constituent documents of the Partnership.

2. The depositors of the commercial partnership may also have other rights provided for in this Law, the Civil Code of the Kyrgyz Republic and the constituent documents of the Partnership.

3. Refusal of the rights provided for by this Law and the Civil Code of the Kyrgyz Republic for investors of the Commandit Partnership, or their restriction, including by agreement of depositors and complete comrades, is invalid.

4. Depositors of the Commandit Partnership are required:

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

2) make contributions in the manner, in a manner and in the amount provided for by the constituent documents of the Partnership;

3) In cases specified in the constituent documents of the Partnership, assist in the exercise of their activities, including to provide services to the Partnership.

5. If the contributor makes a deal in the interests of the comdant partnership without appropriate authority, then in the case of approval of its actions by the partnership, it is responsible for the transaction to creditors in full. If approval is not received, the depositor responds to a third party independently with all its property on which the legislation may be recovered.

6. Depositors of the Commandit Partnership may also bear other obligations provided for in this Law, the Civil Code of the Kyrgyz Republic and the constituent documents of the Partnership.

7. Agreements of complete comrades and depositors that bind investors of the Commandit Commands to perform actions not included in their obligations provided for by this Law, the Civil Code of the Kyrgyz Republic and the constituent documents are invalid.

8. If the depository is not fulfilled by the Depository Partnership provided for by this Law, the Civil Code of the Kyrgyz Republic and the constituent documents, which caused harm to the partnership or its participants, complete comrades are entitled to demand from such a contribution to the compensation of harm, and with the cause of significant damage - its exceptions from the partnership judicially.

Article 27. The authorized capital of the comdant partnership. Shares of participants in the property of the comdant partnership

1. The authorized capital of the commercial partnership is compiled from the contributions of complete comrades and depositors.

2. The cumulative amount of the share of depositors in the authorized capital cannot be more than 50 percent. At the same time, in the constituent documents of the Commandit Partnership, the obligation of the depositor to pay deposits (parts of deposits) of complete comrades may be provided.

3. The size, order and deadlines for the formation of the authorized capital of the comdant partnership are determined by the constituent documents of the partnership.

4. Shares of participants in the property of the comdant partnership are determined by the rules of Article 7 of this Law.

Article 28. Content of the constituent documents of the Commandit Partnership

1. In the constituent documents of the Commandit Partnership, its brand name must be specified, which should contain the names of all full comrades, as well as the words "Commandable Partnership" or the name of at least one complete comrade with the addition of words "and the company", as well as the words "Commandable partnership".

2. The constituent documents of the comdients should also contain information provided for in paragraphs 7 and 8 of Article 4 of this Law.

Article 29. Department of Consumer Partnership

Managing the commercial partnerships is carried out by complete comrades. The procedure for managing and conducting a comdant partnership is made by their full comrades, they are established by the rules on the full partnership defined in the Civil Code of the Kyrgyz Republic. Depositors are not entitled to participate in the management of the commercial partnership, as well as to speak on his behalf, as a proxy. Depositors of the commercial partnership are not entitled to challenge the actions of full comrades to managing partnership business.

Article 30. Changes in the composition of the depositors of the Commandit Partnership

1. Transferring the contributor to its share (part of the share) in the property of the commercial partnership to other depositors, full comrades or third parties are possible only with the consent of all complete comrades, unless otherwise provided by the constituent documents of the partnership.

When transferring a share to other depositors, complete comrades or third parties occurs simultaneously the transition of the entire totality of rights and obligations belonging to the depositor, which retired from the comdant partnership.

2. The depositor of the comdant partnership at the end of the fiscal year is entitled to get out of it, stating refusal to participate in the partnership.

The refusal to participate in the comdant partnership must be declared by the contributor at least six months before the end of the fiscal year, unless otherwise provided by the constituent documents of the partnership.

In the case of the depositor of the depositor, the consequences provided for in Article 16 of this Law are the consequences.

3. The procedure for the recovery of the lender (creditors) to the share of the depositor in the property of the commercial partnership is determined by Article 19 of this Law.

4. Full comrades are entitled to demand in court order to exclude one or more depositors on the unanimous solution to all full comrades in the event of an incomplete contribution to their property contributions to the authorized capital of the partnership.

The depositor excluded from the comdant partnership is paid the amount of contributions made to the authorized capital of the partnership, unless otherwise provided by the constituent documents of the partnership.

If the contributor did not contribute to the authorized capital of the Commandit Commands, then after 30 days from the date of the deadline established by the partnership for contributions, membership in the partnership terminates if otherwise not provided for by the constituent documents of the partnership.

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

Article 31. The consequences of the disposal of participants from the comdant partnership

With the disposal of the participant (full comrade or the contributor), from the commandit partnership, the share of the remaining participants in the property of the partnership increases in proportion to their initial size established on the day of the participant's output from the partnership, unless otherwise provided by the constituent documents or the participants' agreement.

Article 32. Reception of new participants in a comdant partnership

1. Reception of new full comrades and depositors to the comdant partnership is possible only with the consent of all complete comrades.

2. When receiving new full comrades or depositors to the constituent documents of the Commandit Partnership, changes may be made concerning:

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

2) changes to the procedure for managing the partnership;

3) size, order, deadlines and methods of making new full comrades and depositors of their contributions to the authorized capital of the partnership;

4) other conditions associated with the reception of a new participant.

Article 33. Distribution of profit and losses of the commercial partnership

1. The profit and losses of the comdant partnership are distributed between all its participants in proportion to the size of their shares in the property of the partnership, unless otherwise provided by the constituent documents of the partnership or the participants' agreement.

2. Agreement is not allowed to eliminate any of the participants from participation in the distribution of profits or cover losses of the partnership.

Article 34. Responsibility of participants in debts of the Commandit Partnership

1. Full comrades carry solidarity for all their property for the obligations of the comdant partnership in accordance with Article 23 of this Law.

2. Depositors are responsible for the obligations of a comdatory partnership within the amount of deposits made by them into the authorized capital of the partnership.

Article 35. Features of the termination of the activities of the Commandit Partnership

1. The activities of the Commandit Partnership In addition to the grounds specified in Article 9 of this Law, it is also terminated in the case of disposal of all full comrades or all depositors.

Commandit partnership is preserved if at least one full comrade and one depositor remain in it.

2. Full comrades who remain in the comdant partnership for six months from the date of disposal of the last depositor or the depositors remaining in the partnership for six months from the date of the disposal of the last full comrade have the right to take new participants to the partnership in order to preserve the partnership. In this case, full comrades or depositors - citizens have the right to also convert a comdant partnership to a full partnership.

3. If only complete comrades or only contributors remain in the comdant partnership, then they also have the right to perform actions provided for in paragraph 3 of Article 24 of this Law.

4. In the elimination of a comdant partnership, the depositors have advantageous to full comrades the right to receive contributions from the property of the partnership remaining after meeting the requirements of its creditors. The remaining after this property of the comdant partnership is distributed between full comrades and depositors in proportion to their deposits into the property of the partnership, unless otherwise established by the constituent documents.

Chapter III
Limited Liability Company

Article 36. Concept of a limited liability company

1. A limited liability company is a business society, whose participants do not respond to its obligations and bear the risk of losses associated with the activities of the Company, within the cost of contributions made by them.

Participants in a limited liability company who have not fully made contributions to the authorized capital, carry solidity property responsibility for the obligations of the Company within the cost of the unpaid part of the contribution of each participant.

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

1. Members of the Limited Liability Company are entitled:

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

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

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

4) to come out in the prescribed manner from a limited liability company;

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

2. The participants in the Limited Liability Company may also have other rights provided for by this Law, other regulatory legal acts of the Kyrgyz Republic and the constituent documents of the Limited Liability Company.

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

4. The participants of the Limited Liability Company are obliged:

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

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

3) to make shares in the manner, in the manner and amount provided for by the constituent documents of the Limited Liability Company;

4) not disclosing the information that a commercial secret is announced by the Limited Liability Company.

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

6. When not fulfilling the participant of the Company with a limited liability of its duties, provided for in this Law, other regulatory legal acts of the Kyrgyz Republic and the constituent documents, which caused harm to a limited liability company or other participants, other participants are entitled to demand from such a member of harm compensation, and causing substantial damage - its exceptions from society in court.

Article 38. The authorized capital of a limited liability company. Shares of participants in the property of limited liability companies

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

For the issue of bonds, the Company must comply with the following requirements:

1) be sufficient for the last reporting year and in the sum of the last three years;

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

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

4) have the following controls:

a) the general meeting of participants;

b) board of directors;

c) executive body;

d) Audit Commission;

5) have a corporate governance code.

For the issue of bonds, a society formed by reorganization must approve at least one annual balance after reorganization, as well as comply with the requirements of this article.

2. The amount of share capital defined by participants in the constituent documents is paid by its participants in full during the first year of the Company's activities since the state registration.

In violation of this duty, the Company should either declare a decrease in its authorized capital and register its decrease in the prescribed manner, or terminate its activities by elimination.

3. Shares of participants in the property of limited liability companies are determined by the rules of Article 7 of this Law.

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

5. An increase in the authorized capital of a limited liability company can be carried out only after making their contributions to the authorized capital of the Company, declared in constituent documents.

6. The participants of the Limited Liability Company may increase or decrease the size of the authorized capital.

The decision of the participants on the change in the authorized capital shall enter into force on the re-registration of a limited liability company.

Article 41. Control over the activities of the Executive Body of Limited Liability Company

1. The general meeting of the participants of the Company with limited liability in order to control the activities of the executive body of the Company is entitled to form an Audit Commission.

2. The Audit Commission of the Company and Limited Liability Company may include participants in the Company and persons who have the right to engage in auditing activities, independent experts in the field of finance and accounting and other persons.

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

3. The Audit Commission during the inspection of the financial and economic activities of the Executive Body of the Limited Liability Company is entitled to demand from the members of the Executive Body of Representation of All essential materials, accounting and other documents and personal explanations. The Audit Commission sends the results of the inspections conducted by this General Assembly of Limited Liability Company.

4. Checks of financial and economic activities of the Executive Body of Limited Liability Company are held in the manner determined by the general meeting of participants.

5. In cases stipulated by the regulatory legal acts of the Kyrgyz Republic or the decision of the General Assembly of the Limited Liability Company, the Audit Commission conclude on annual balance 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 society and distribute its profits and losses.

6. The participants of the Limited Liability Company have the right to provide other compared to this article the order of control over the activities of the executive body of the Company.

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

8. At the request of any of its participants must be held auditing Activities of a limited liability company. At the same time, the cost of auditing expenses is carried out at the expense of the participant who demanded an audit, and society in equal shares, unless otherwise provided by the constituent documents of the Company.

9. The public reporting of a limited liability company is not required, with the exception of cases provided for by the legislation or constituent documents of the Company.

Article 42. Changes in the composition of the participants of a limited liability company

In case of changes in the composition of the participants of a limited liability company, the relevant changes must be made to the constituent documents.

Article 43. Exit Member from Limited Liability Company

1. Participants in a limited liability company have the right at any time to get out of society regardless of the consent of other participants. The refusal to participate in society must be announced by the participant at least one month before the actual exit of society.

The constituent documents of the limited liability company may provide for a different period of submission by the participant of the statement of coming out of society.

2. The participant who came out of a limited liability company is paid the cost of a part of the Company's property in the manner, in the manner and within the time provided for in Article 16 of this Law.

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

1. The participant in the limited liability company has the right to sell or otherwise give way to its share in the property of society, corresponding to his share in the authorized capital of the Company, or part of one or several participants of this company.

The share of a limited liability company can be alienated until it contributed to its contribution to the authorized capital only in the part in which the contribution is paid, unless otherwise provided by the constituent documents of the Company.

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

The participants of the Limited Liability Company enjoy the advantage of the purchase of the share of the participant (its parts) in proportion to the size of their share in the property of the Company, if the Company's charter or its participants does not provide for another procedure for the implementation of this right.

In the case when participants in a limited liability company do not take advantage of their preemptive right within a month from the date of notice or in a different period provided for by the Company's Charter or by the Agreement of its participants, the participant is entitled to give up its share to any third parties.

3. If, in accordance with the Charter, the share of the participant's share (its parts) in the property of a limited liability company to third parties is not allowed, and other participants in the Company refused to buy, society is obliged to pay the participant its actual market value or give him property appropriate Such value.

4. In the case of the acquisition of the participant's share (its part), it is obliged to implement it with other participants or third parties on 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 the vote in higher organ Produced without taking into account the share acquired by society.

5. In the event of a death or declaration of a citizen who died, a participant in a limited liability company or termination of activities (liquidation or reorganization) of a legal entity - a member of the Company, its share in the Company's property proceeds to legal successors (heirs).

If a citizen who has declared or declared a citizen who declared a limited liability company or a legal entity is a participant in the Company, who stopped its activities, did not fully contribute its contributions to the authorized capital of the Company, then their successor (heir) is paid only by the sum of the contribution made, unless otherwise established Charter of society.

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

1. A limited liability company can be excluded from society only by the court decision only when the society is causing significant harm or other participants.

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

Article 46. Addressing the participant in the property of a limited liability company

1. Appeal for the share of the participant in the property of a limited liability company for his personal debts is allowed only with the lack of this participant of other property to cover his debts. Such a participant's lenders have the right to demand a limited liability company to pay the cost of a part of the Company's property, relevant to the debtor's share in the authorized capital, or the separation of this part of the property in order to appeal to it. The separation of the company's property or its value is determined on the balance sheet, compiled at the time of the claim with creditors.

2. If the participant partially contributed to the authorized capital of a limited liability company, the creditors are entitled to demand the allocation of this contribution, unless otherwise established by the Company's Charter.

3. The appeal of recovery to the entire proportion of the participant in the property of a limited liability company ceases its participation in society.

Article 47. The consequences of the recognition of a citizen - a participant in a limited liability company is missing, incapable or limitedly capable

1. In case of recognition of a citizen - a participant in a limited liability company, the missing or incapacitated guardian may participate in the activities of the Company as a legitimate representative of this participant, unless otherwise provided by the constituent documents of the Company.

2. In the case of the recognition of a citizen - a participant in the Company is a limited capacity-capable, he can participate in the activities of the Company, unless otherwise established by the constituent documents of the Company.

Article 48. Consequences of the disposal of participants from a limited liability company

With the disposal of a participant from a limited liability company, the share of the remaining participants increases in proportion to their initial size established on the day of the participant's exit from the Company, unless otherwise provided by the constituent documents or the agreement of the Company's participants.

Article 49. Reception of new participants in a limited liability company

1. Reception 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 admitting new participants in the constituent documents of a limited liability company, changes are made concerning:

1) the new amount of the authorized capital and the share of participants in the Company;

2) size, order, deadlines and methods of making new participants in their contributions to the authorized capital of the Company;

3) other conditions necessary to receive a new participant.

Article 50. Additional contributions of limited liability companies

By decision of the General Assembly of the participants of a limited liability company, additional contributions may be provided. The decision on this issue is made by the qualified majority of two-thirds of the votes of all participants in the Company, if the Company's charter does not provide for the unanimity of all participants. At the same time, the share of participants can be changed.

Article 51. Features of termination of limited liability companies

1. The activities of a limited liability company 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

(I lost strength in accordance with the law of the Kyrgyz Republic of March 27, 2003 No. 64)

Article 80. The procedure for entering into force of this Law

2. To recognize the Law of the Law of the Republic of Kyrgyzstan "On Joint-Stock Companies in the Republic of Kyrgyzstan" from June 26, 1991 No. 513-XII with changes from 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 introduction of this Law.

3. The Government of the Kyrgyz Republic:

Bring your solutions in accordance with this Law;

Take the necessary regulations on issues related to this Law to the competence of the Government of the Kyrgyz Republic.

Article 66. Basic provisions on economic partnerships and societies

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

1. Economic partnerships and societies recognize corporate commercial organizations with divided into share (contributions) of the founders (participants) by the statutory (share) capital. The property created by the contributions of the founders (participants), as well as the and acquired economic partnership or society in the process of activity, belongs to the right of ownership of the economic partnership or society.

The empowerment of the participants of the economic company is determined in proportion to their shares in the authorized capital of the Company. Another volume of the authorities of the participants of a non-public economic society may be provided for by the Company's charter, as well as a corporate agreement, subject to information on the presence of such a contract and the scope of the Company's empowerment in the Unified State Register of Legal Entities.

2. In cases provided for in this Code, the economic company can be created by one person who becomes its only participant.

Economic society cannot have a different economic company as a single participant, consisting of one person, unless otherwise established by this Code or other law.

3. Economic partnerships can be created in the organizational and legal form of a full partnership or partnership on faith (comdatory partnership).

4. Business companies can be created in organizational and legal form of a joint stock company or a limited liability company.

5. Participants in full partnerships and full comrades in partnerships can be individual entrepreneurs and commercial organizations.

Participants in economic societies and depositors in partnerships in faith may be citizens and legal entities, as well as public legal entities (Article 125).

6. State bodies and local governments are not entitled to participate on their own behalf in economic partnerships and societies.

Institutions may be parties to business companies and depositors in partnerships on faith with the permission of the property owner of the institution, unless otherwise established by law.

The law may be prohibited or limited to the participation of individual categories of persons in economic partnerships and societies.

Economic partnerships and societies may be founders (participants) of other economic partnerships and societies, with the exception of cases provided by law.

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

Article 66.1. Deposits in the property of the economic partnership or society

1. The contribution of the participant in the economic partnership or society in his property can be cash, things, shares (stocks) in the statutory (share) capital of other economic partnerships and societies, state and municipal bonds. Such a contribution can also be monetary assessed exclusive, other intellectual rights and rights under license agreements, unless otherwise established by law.

2. The law or constituent documents of the economic partnership or society, the types of property specified in paragraph 1 may be established, which cannot be made to pay for the share in the statutory (share) capital of the economic partnership or society.

Article 66.2. Basic provisions on the authorized capital of the economic company

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

1. The minimum size of the authorized capital of economic societies is determined by laws on economic societies.

The minimum sizes of the authorized capital of economic societies that carry out banking, insurance or other activities to be licensed, as well as joint-stock companies using an open (public) subscription to their shares, are established by laws that determine the features of the legal status of these economic societies.

2. When paying for the authorized capital of the economic company, cash must be made in the amount of not lower than the minimum amount of share capital (paragraph 1 of this article).

The monetary assessment of the non-monetary contribution to the authorized capital of the economic company should be carried out by an independent appraiser. The participants of the economic company are not entitled to determine the monetary assessment of the non-monetary contribution in the amount exceeding the amount of the assessment defined by an independent appraiser.

3. When paying for a share in the authorized capital of a limited liability company not with cash, and other property, participants in the Company and an independent appraiser in the event of deficiency of the Company's property jointly carry a subsidiary responsibility for its obligations within the amount of the assessment of the assessment of property included in the authorized capital For five years from the moment of state registration of the Company or enter into the Charter of the Company of the relevant changes. When introduced into the authorized capital of the joint stock company, no cash, and other property, the shareholder who made such a payment and an independent appraiser in the event of deficiency of the Company's property jointly carry a subsidiary responsibility for its obligations within the amount of the assessment of the assessment made to the authorized capital, For five years from the date of state registration of the Company or enter into the Charter of the Company of the relevant changes.

The rules of this point on the responsibility of the Company's participant and an independent appraiser are not applied to economic societies established in accordance with the laws on privatization by privatizing state or municipal unitary enterprises.

4. Unless otherwise provided by laws on economic societies, the founders of the economic company are obliged to pay at least three quarters of its authorized capital to the state registration of the Company, and the rest of the authorized capital of the economic company - during the first year of the Company's activities.

In cases where, in accordance with the law, state registration of the economic company is allowed without prior payment of three quarters of authorized capital, the participants of the Company are subject to subsidiary responsibility for its obligations that have arisen until the full payment of the authorized capital.

Article 66.3. Public and non-public societies

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

1. The joint-stock company is public, whose shares and securities of which convertible in its shares are publicly posted (by open subscription) or publicly appeal on the conditions established by securities laws. The rules on public societies also apply to joint-stock companies, the charter and the proprietary name of which contains an indication that society is public.

2. Limited Liability Company and Joint-Stock Company, which does not meet the features specified in paragraph 1 of this article, are recognized as non-public.

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

1) On the transfer to the collegial governing body of the Company (clause 4 of Article 65.3) or the collegial executive body of the Society of issues related to the Competence of the General Assembly of the participants of the Economic Society, with the exception of the issues:

amendments to the Charter of the Economic Society, approval of the Charter in the new edition;

reorganization or liquidation of the economic society;

definitions of the quantitative composition of the collegial governance of the Company's management (clause 4 of Article 65.3) and the collegial executive body (if its formation is related to the competence of the general meeting of the participants of the economic society), the election of their members and early termination of their powers;

definitions of quantity, nominal value, category (type) of announced shares and rights provided by these shares;

increasing the authorized capital of a limited liability company disproportionately to its participants or by the adoption of a third party to the participants of such a society;

approval of non-constituent documents of internal regulations or other internal documents (clause 5 of article 52) of the economic company;

2) on the consolidation of the functions of the collegial executive body of the Company for the Company's collegial body (paragraph 4 of Article 65.3) in whole or in part or on the refusal to create a collegial executive body if its functions are carried out by the specified collegial governance;

3) on the transfer of the company's sole executive body of the function of the collegial executive body of the Company;

4) the absence of an Audit Commission in the Company or on its creation solely in cases provided for by the Company's Charter;

5) on the procedure other than established by laws and other legal acts of the order of convening, preparation and holding of general meetings of the participants of the economic society, making decisions, provided that such changes do not deprive its participants to participate in the general meeting of non-public society and receiving information about him;

6) the requirements other than the requirements for quantitative composition established by law and other legal acts, the procedure for forming and holding meetings of the Society Management Company (Article 65.3) or a collegial executive body of the Company;

7) on the procedure for the implementation of the preemptive right to purchase a share or part of the share in the authorized capital of a limited liability company or the preemptive right to acquire shares posted by the joint-stock company or securities convertible in its shares, as well as on the maximum share of the participation of one participant in a limited liability company in the statutory the capital of the Company;

8) on attributing 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 economic societies.

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

Article 67. The rights and obligations of the participant in the economic partnership and society

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

1. A participant in the economic partnership or society, along with the rights provided for for the participants of the corporations, paragraph 1 of Article 65.2 of this Code, is also entitled:

take part in the distribution of the profit of the partnership or society, which he is a member;

to obtain in the event of the elimination of a partnership or society, part of the property remaining after settlements with creditors, or its value;

require the exclusion of another participant from the partnership or society (except for public joint-stock companies) in a court order with the real value of his share of participation, if such a participant with his actions (inaction) caused significantly harm to the partnership or society or otherwise makes it difficult to achieve its activities and achieve its goals For the sake of which it was created, including rudely violating his duties stipulated by law or the constituent documents of the partnership or society. Refusal to this right or its restriction is negligible.

Participants in economic partnerships or societies may also have other rights provided for by this Code, laws on economic societies, constituent documents of the partnership or society.

2. A participant in the economic partnership or society along with the duties envisaged for the participants of the corporations, paragraph 4 of Article 65.2 of this Code, is also obliged to bring contributions to the authorized (share) capital of the partnership or society, the participant of which it is, in the order, in size, methods that Provided by the constituent document of the economic partnership or society, and deposits into other property of the economic partnership or society.

Participants of economic partnerships and societies can also bear other duties stipulated by law and their constituent documents.

Article 67.1. Features of management and control in economic partnerships and societies

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

1. Management in the full partnership and the partnership on faith is carried out in the manner prescribed by Articles 71 and 84 of this Code.

2. To the exceptional competence of the General Meeting of the participants of the Economic Society, along with issues specified in paragraph 2 of Article 65.3 of this Code, include:

1) a change in the size of the Company's authorized capital, unless otherwise provided by laws on economic societies;

2) the decision on the transfer of powers of the sole executive body of the Society to another economic society (managing organization) or an individual entrepreneur (manager), as well as the approval of such a managing organization or such managing and the terms of the contract with such a management organization or with such a manager, if the Company's Charter These issues are not attributed to the competence of the Society Colleaginal Government (article 65.3);

3) distribution of profits and losses of society.

3. The general meeting of the participants of the economic company of the decision and the composition of the participants of the Company present during its adoption is confirmed in relation to:

1) a public joint-stock company by a person who maintains the register of shareholders of such a society and performing the functions of the Counting Commission (paragraph 4 of Article 97);

2) a non-public joint-stock company through a notarial certificate or certificate by a person who maintains the register of shareholders of such a society and performing the functions of the Counting Commission;

3) Limited liability companies through a notarial certificate, if a different method (signing of the Protocol by all participants or part of the participants; with the use of technical means to reliably establish a decision of the decision; in other way that does not contradict the law) is not provided for by the charter of such a society or by the decision of the General Assembly The participants of the Company adopted by the participants of the Company unanimously.

4. A limited liability company for verification and confirmation of the correctness of annual accounting (financial) reporting is entitled, and in cases provided for by law, it is obliged to annually involve an auditor who is not related to property interests with society or its participants (external audit). Such an audit can also be carried out at the request of any of the participants in the Company.

5. Joint-stock company for verification and confirmation of the correctness of annual accounting (financial) reporting should annually involve an auditor who is not related to property interests with society or its participants.

In cases and in the manner provided by the Law, the Charter of the Company, the audit of the accounting (financial) reporting of the joint-stock company must be held at the request of the shareholders, the aggregate share of which in the authorized capital of the joint stock company is ten and more percent.

Article 67.2. Corporate contract

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

1. Participants in the economic society or some of them are entitled to conclude an agreement on the implementation of their corporate (membership) rights (corporate contract), in accordance with which they undertake to carry out these rights to a certain way or refrain (refuse) from their implementation, including To vote in a certain way at the general meeting of the participants of the Company, agreed to carry out other actions to manage society, acquire or align the share in its authorized capital (stocks) at a certain price or at the occurrence of certain circumstances or refrain from the alienation of the shares (shares) before the onset of certain circumstances.

2. A corporate contract cannot oblige his participants to vote in accordance with the instructions of the Company's bodies, identify the structure of the Company's bodies and their competence.

The conditions of the corporate agreement, contrary to the rules of paragraph of the first paragraph, are negligible.

A corporate agreement may be established by the obligation of its parties to vote at the general meeting of the Company's participants for the inclusion of provisions to the Charter, which determining the structure of the Company's bodies and their competence, if, in accordance with this Code and the laws on economic societies, a change in the structure of the Company's bodies and their competence of the Company's charter is allowed .

3. A corporate contract is in writing by drawing up one document signed by the parties.

4. The participants of the economic society that have entered into a corporate agreement are obliged to notify society about the fact of the conclusion of a corporate agreement, while its content is not required to disclose. In case of non-fulfillment of this duty, the Company's participants who are not parties to the corporate agreement are entitled to demand compensation for damages caused by it.

Information about the corporate agreement concluded by the shareholders of the Public Joint Stock Company should be disclosed within, in the manner and on the conditions that are provided for by the Law on Joint-Stock Companies.

Unless otherwise established by law, information on the content of the corporate agreement concluded by the participants of a non-public society is not disclosed and is confidential.

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

6. Violation of the corporate agreement may be the basis for recognizing invalidation of the decision of the Economic Society body under the claim of this agreement, provided that at the time of adoption by the body of the economic company, all participants in the economic society were the parties to the authority of the economic company.

The recognition of the decision of the economic company is invalid in accordance with this clause in itself does not entail the invalidity of the transactions of the economic company with third parties committed on the basis of such a decision.

The transaction concluded by the Party of the Corporate Treaty in violation of this Agreement may be recognized by the court of invalid on the claim of the participant of the corporate contract only if the other party of the transaction knew or was to know about the restrictions provided for by the corporate agreement.

7. The parties of the corporate contract are not entitled to refer to its invalidity in connection with its contradiction to the provisions of the Charter of the Economic Society.

8. Termination of the right of one of the parties to the corporate agreement for a share in the authorized capital (shares) of the economic society does not entail the termination of the corporate agreement regarding the rest of its parties, unless otherwise provided by this Treaty.

9. Creditors of society and other third parties can conclude an agreement with the participants of the economic company, according to which the latter in order to ensure the interests protected by the Law of such third parties undertake to carry out their corporate rights to a certain way or refrain (refuse) from their implementation, including to vote in a certain way At the general meeting of the Company's participants, agreed to carry out other actions to manage society, acquire or align the share in its authorized capital (stocks) at a certain price or when certain circumstances occur or refrain from the alienation of the shares (shares) before the onset of certain circumstances. The rules on the corporate contract apply to this contract.

10. Rules about the corporate agreement are applied accordingly to an agreement on the creation of a business company, unless otherwise established by law or does not follow from the being of the relations of the parties to such an agreement.

Article 67.3. Subsidiary of economic society

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

1. The economic society is recognized as a subsidiary, if another (main) business partnership or society, due to the prevailing participation in its authorized capital, or in accordance with the agreement between them, or otherwise it has the ability to determine the decisions taken by such a society.

2. The subsidiary is not responsible for the debts of the main economic partnership or society.

The main economic partnership or society meets jointly with the subsidiary of transactions concluded by the latest instructions or with the consent of the main economic partnership or society (paragraph 3 of Article 401).

In the case of insolvency (bankruptcy) of a subsidiary society due to the fault of the main economic partnership or society, the latter is subsidiary responsibility for its debts.

3. Participants (shareholders) of a subsidiary community are entitled to demand compensation by the main economic partnership or a society of losses caused by its actions or inaction to subsidiaries (Article 1064).

Article 68. Transformation of economic partnerships and societies

1. Economic partnerships and societies of one species can be transformed into economic partnerships and societies of another type or in production cooperatives by decision of the general meeting of participants in the manner established by this Code and laws on economic societies.

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

2. When transforming a partnership to society, each full comrade, who became a member (shareholder) of the Company, has been subsidiary responsibility for all its property on the obligations that have passed to society from the partnership. The alienation of the former comrades who belonged to him (shares) does not relieve it from such responsibility. The rules set forth in this paragraph are applied accordingly when converting partnership to the production cooperative.

3. Economic partnerships and societies cannot be reorganized into non-commercial organizations, as well as in unitary commercial organizations.