§ 2. Commercial corporate organizations

1. General provisions on business partnerships and companies

Article 66. Basic provisions on business partnerships and companies

1. Business partnerships and companies are corporate commercial organizations with the authorized (pooled) capital divided into shares (contributions) of the founders (participants). The property created at the expense of the contributions of the founders (participants), as well as produced and acquired by a business partnership or company in the course of its activities, belongs to the business partnership or society by the right of ownership.
The scope of the powers of the participants in a business company is determined in proportion to their shares in the charter capital of the company. A different scope of powers of participants in a non-public economic company may be provided for by the charter of the company, as well as by a corporate agreement, provided that information on the existence of such an agreement and on the scope of powers of participants in the company provided for by it is entered into the unified state register of legal entities.
2. In the cases provided for by this Code, a business company may be created by one person who becomes its only participant.
A business company may not have as the only participant another business company, consisting of one person, unless otherwise provided by this Code or another law.
3. Business partnerships may be created in the organizational and legal form of a full partnership or limited partnership (limited partnership).
4. Business companies can be created in the organizational and legal form of a joint stock company or a limited liability company.
5. Individual entrepreneurs and commercial organizations may be participants in general partnerships and general partners in limited partnerships.
Citizens and legal entities, as well as public law formations (Article 125) can be participants in business companies and contributors to limited partnerships.
6. State bodies and bodies local government does not have the right to participate on its own behalf in business partnerships and companies.
Institutions can be participants in business companies and investors in limited partnerships with the permission of the owner of the property of the institution, unless otherwise provided by law.
The law may prohibit or restrict the participation of certain categories of persons in business partnerships and companies.
Business partnerships and companies may be founders (participants) of other business partnerships and companies, with the exception of cases provided for by law.
7. Features legal status credit institutions, insurance organizations, clearing organizations, specialized financial companies, specialized project finance companies, professional market participants valuable papers, joint stock investment funds, investment fund management companies, mutual investment funds and non-state pension funds, non-state pension funds and other non-credit financial institutions, joint stock companies of workers (people's enterprises), as well as the rights and obligations of their members are determined by the laws governing the activities of such organizations.

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

1. The contribution of a participant in a business partnership or company to its property may be monetary funds, things, shares (shares) in the authorized (joint-stock) capitals of other business partnerships and companies, state and municipal bonds. Such a contribution may also be exclusive, other intellectual rights and rights under license agreements subject to monetary valuation, unless otherwise provided by law.
2. A law or the constituent documents of a business partnership or company may establish the types of property specified in paragraph 1 of this article that cannot be contributed to pay for shares in the authorized (joint-stock) capital of a business partnership or company.

Article 66.2. Basic Provisions on the Authorized Capital of a Business Company

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

1. The minimum size of the authorized capital of business entities is determined by the laws on business entities.
The minimum size of the authorized capital of business entities engaged in banking, insurance or other licensed activities, as well as joint stock companies using open (public) subscription to their shares, are established by laws that determine the features of the legal status of these business entities.
2. When paying authorized capital of a business company, funds must be deposited in an amount not lower than the minimum amount of the authorized capital (paragraph 1 of this article).
The monetary assessment of the non-monetary contribution to the authorized capital of a business entity must be carried out by an independent appraiser. Members of a business entity shall not be entitled to determine the monetary value of a non-monetary contribution in an amount exceeding the value of the estimate determined by an independent appraiser.
3. When paying for shares in the authorized capital of a limited liability company not in cash, but with other property, the participants of the company and an independent appraiser in case of insufficiency of the company's property jointly and severally bear subsidiary liability for its obligations within the amount by which the assessment of the property contributed to the authorized capital is overestimated , within five years from the date of state registration of the company or the introduction of appropriate amendments to the charter of the company. When contributing to the authorized capital of a joint-stock company, not monetary funds, but other property, the shareholder who made such payment, and the independent appraiser, in the event of insufficient property of the company, jointly and severally bear subsidiary liability for its obligations within the amount by which the assessment of the property contributed to the authorized capital is overestimated, within five years from the date of state registration of the company or the introduction of appropriate amendments to the charter of the company.
The rules of this clause on the liability of a company participant and an independent appraiser do not apply to business companies created in accordance with the laws on privatization by privatizing state or municipal unitary enterprises.
4. Unless otherwise provided by the laws on business companies, the founders of a business company are obliged to pay at least three quarters of its charter capital prior to the state registration of the company, and the rest of the charter capital of the business company - during the first year of the company's operation.
In cases where, in accordance with the law, the state registration of a business company is allowed without preliminary payment of three quarters of the charter capital, the participants in the company bear subsidiary liability for its obligations arising before the moment of full payment of the charter capital.

Article 66.3. Public and non-public societies

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

Note:
JSCs created before 09/01/2014 and meeting the characteristics of PJSCs are recognized as such, regardless of the indication of this in their name. For exceptions to this rule and refusal from public status, see Federal Law of 05.05.2014 N 99-FZ.

Note:

1. A public company is a joint-stock company, the shares of which and the securities of which, convertible into its shares, are publicly placed (by open subscription) or publicly traded under the conditions established by the laws on securities. The rules on public companies also apply to joint stock companies, the articles of association and company name of which contain an indication that the company is public.
2. A limited liability company and a joint stock company that does not meet the criteria specified in paragraph 1 of this article are recognized as non-public.
3. By the decision of the participants (founders) not public society, adopted unanimously, the following provisions may be included in the charter of the company:

1) on the transfer for consideration of the collegial management body of the company (clause 4 of Article 65.3) or the collegial executive body of the company of issues attributed by law to the competence of the general meeting of participants in the economic company, with the exception of issues:
amendments to the charter of a business company, approval of the charter in new edition;
reorganization or liquidation of a business entity;
determination of the quantitative composition of the collegial management body of the company (clause 4 of Article 65.3) and the collegial executive body (if its formation is attributed to the competence of the general meeting of participants in the economic company), election of their members and early termination of their powers;
determining the number, par value, category (type) of declared shares and the rights provided by these shares;
an increase in the authorized capital of a limited liability company disproportionate to the shares of its participants or by accepting a third party as a member of such a company;
approval of internal regulations or other internal documents (clause 5 of Article 52) of a business company that are not constituent documents;
2) on assigning the functions of the collegial executive body of the company to the collegial governing body of the company (clause 4 of Article 65.3) in full or in part, or on refusal to create a collegial executive body if its functions are performed by the specified collegial governing body;
3) on the transfer to the sole executive body of the company of the functions of the collegial executive body of the company;
4) on the absence of an audit commission in the company or on its creation only in cases stipulated by the charter of the company;
5) on a procedure different from the procedure established by laws and other legal acts for convening, preparing and holding general meetings of participants in a business company, making decisions, provided that such changes do not deprive its participants of the right to participate in a general meeting of a non-public company and to receive information about him;
6) on requirements different from the requirements established by laws and other legal acts for the number of members, the procedure for the formation and holding of meetings of the collegial management body of the company (paragraph 4 of Article 65.3) or the collegial executive body of the company;
7) on the procedure for implementation preemptive right purchase of a share or part of a share in the authorized capital of a limited liability company or the pre-emptive right to acquire shares placed by a joint-stock company or securities convertible into its shares, as well as on the maximum share of participation of one member of a limited liability company in the authorized capital of the company;
8) on referring to the competence of the general meeting of shareholders issues that do not relate to it in accordance with this Code or the law on joint stock companies;
9) other provisions in the cases provided for by the laws on business companies.

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

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

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

1. A participant in a business partnership or company, along with the rights provided for participants in corporations by paragraph 1 of Article 65.2 of this Code, is also entitled to:
to take part in the distribution of the profits of a partnership or company in which he is a member;
to receive, in the event of liquidation of a partnership or company, part of the property remaining after settlements with creditors, or its value;
demand the exclusion of another participant from the partnership or company (except for public joint-stock companies) in court with payment to him of the actual value of his participation interest, if such participant by his actions (inaction) caused substantial harm the partnership or society, or in any other way, significantly complicates its activities and the achievement of the goals for which it was created, including grossly violating its obligations stipulated by law or the constituent documents of the partnership or society. Waiver or limitation of this right is void.
Participants in business partnerships or companies may also have other rights provided for by this Code, laws on business companies, constituent documents of a partnership or company.
2. A participant in a business partnership or company, along with the obligations stipulated for participants in corporations by paragraph 4 of Article 65.2 of this Code, is also obliged to make contributions to the authorized (joint-stock) capital of the partnership or company in which he is a participant, in the manner, in the amount, in the ways that provided by the constituent document of a business partnership or company, and contributions to other property of a business partnership or company.
Participants in business partnerships and companies may also bear other obligations stipulated by law and their constituent documents.

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

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

1. Management in a full partnership and limited partnership shall be carried out in the manner established by Articles 71 and 84 of this Code.
2. The exclusive competence of the general meeting of participants of a business company, along with the issues specified in paragraph 2 of Article 65.3 of this Code, includes:

1) change in the size of the charter capital of the company, unless otherwise provided by the laws on business companies;
2) making a decision on transferring the powers of the sole executive body of the company to another business company (managing organization) or an individual entrepreneur (manager), as well as approving such a managing organization or such a manager and the terms of a contract with such a managing organization or with such a manager, if the charter of the company decides these issues are not attributed to the competence of the collegial management body of the company (paragraph 4 of Article 65.3);
3) distribution of the company's profits and losses.

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

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

Note:
The requirement for notarization, established by this norm, does not apply to the decision of the sole participant of the company (Review of judicial practice on disputes with the participation of registration authorities N 4 (2016)).

3) limited liability companies by notarization, if another method (signing of the protocol by all participants or part of the participants; using technical means, allowing to reliably establish the fact of a decision; in another way that does not contradict the law) is not provided for by the charter of such a company or by a decision of the general meeting of participants in the company, adopted by the participants in the company unanimously.

4. A limited liability company has the right to check and confirm the correctness of the annual accounting (financial) statements, and in cases stipulated by law, must annually engage an auditor who is not related to property interests with the company or its participants (external audit). Such an audit can also be carried out at the request of any of the participants in the company.
5. A joint-stock company must annually engage an auditor who has no property interests with the company or its members to check and confirm the correctness of the annual accounting (financial) statements.
In the cases and in the manner prescribed by law, the charter of the company, an audit of the accounting (financial) statements of a joint-stock company must be carried out at the request of shareholders, whose aggregate share in the authorized capital of the joint-stock company is ten percent or more.

Article 67.2. Corporate agreement

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

1. Members of a business company or some of them have the right to conclude a corporate agreement between themselves on the exercise of their corporate rights (an agreement on the exercise of the rights of members of a limited liability company, a shareholder agreement), in accordance with which they undertake to exercise these rights in a certain way or abstain (refuse ) from their implementation, including voting in a certain way at the general meeting of the company's participants, coordinating other actions to manage the company, acquire or alienate shares in its authorized capital (shares) at a certain price or upon the occurrence of certain circumstances, or refrain from alienating shares ( shares) until certain circumstances occur.
(Clause 1 as amended by Federal Law dated June 29, 2015 N 210-FZ)
2. A corporate agreement may not oblige its participants to vote in accordance with the instructions of the company's bodies, determine the structure of the company's bodies and their competence.
The terms of the corporate agreement that contradict the rules of the first paragraph of this clause are null and void.
The corporate agreement may establish the obligation of its parties to vote at the general meeting of the company's participants for the inclusion in the company's charter of provisions defining the structure of the company's bodies and their competence, if, in accordance with this Code and the laws on business companies, it is allowed to change the structure of the company's bodies and their competence by the company's charter ...
3. The corporate agreement is concluded in writing by drawing up one document signed by the parties.
4. Members of a business company that have entered into a corporate agreement are obliged to notify the company of the fact of the conclusion of a corporate agreement, while its content is not required to be disclosed. In the event of failure to fulfill this obligation, the members of the company who are not parties to the corporate agreement have the right to demand compensation for the losses caused by them.
Information about the corporate agreement concluded by the shareholders of a public joint stock company must be disclosed within the limits, in the manner and on the conditions provided for by the law on joint stock companies.
Unless otherwise provided by law, information on the content of the corporate agreement concluded by the participants of a non-public company is not subject to disclosure and is confidential.
5. A corporate agreement does not create obligations for persons who do not participate in it as parties (Article 308).
6. Violation of the corporate agreement may be the basis for invalidating the decision of the body of the economic company on the claim of the party to this agreement, provided that at the time of the adoption of the relevant decision by the body of the business company, the parties to the corporate agreement were all participants in the business company.
Recognition of the decision of the body of the business entity as invalid in accordance with this paragraph does not in itself entail the invalidity of the transactions of the business entity with third parties made on the basis of such a decision.
A transaction entered into by a party to a corporate agreement in violation of this agreement may be declared invalid by a court at the suit of a party to a corporate agreement only if the other party to the transaction knew or should have known about the restrictions provided for by the corporate agreement.
7. The parties to a corporate agreement do not have the right to refer to its invalidity due to its contradiction with the provisions of the charter of a business company.
8. Termination of the right of one of the parties to a corporate agreement to a share in the authorized capital (stock) of a business company does not entail the termination of the corporate agreement in relation to its other parties, unless otherwise provided by this agreement.
9. The creditors of the company and other third parties may conclude an agreement with the participants of the economic company, according to which the latter, in order to ensure the legally protected interest of such third parties, undertake to exercise their corporate rights in a certain way or refrain (refuse) from exercising them, including voting in a certain way at the general meeting of the company's participants, to coordinate other actions to manage the company, acquire or alienate shares in its authorized capital (shares) at a certain price or upon the occurrence of certain circumstances, or refrain from alienating shares (shares) until certain circumstances occur. The rules on corporate agreements are applied to this agreement.
10. The rules on a corporate agreement shall accordingly apply to an agreement on the establishment of a business company, unless otherwise provided by law or follows from the essence of relations between the parties to such an agreement.

Article 67.3. Subsidiary business company

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

1. A business company is recognized as a subsidiary if another (main) business partnership or company, due to the prevailing participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise has the ability to determine the decisions made by such a company.
2. A subsidiary company is not liable for the debts of the main business partnership or company.
The main business partnership or company is jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of the instructions or with the consent of the main business partnership or company (paragraph 3 of Article 401), except for cases of voting by the main business partnership or company on the approval of the transaction at the general meeting members of the subsidiary, as well as the approval of the transaction by the governing body of the parent company, if the need for such approval is provided for by the charter of the subsidiary and (or) parent company.

In the event of the insolvency (bankruptcy) of a subsidiary through the fault of the main business partnership or company, the latter bears subsidiary liability for its debts.
3. Participants (shareholders) of a subsidiary have the right to demand compensation from the main business partnership or company for losses caused by its actions or inaction to the subsidiary (Article 1064).

Article 68. Transformation of business partnerships and companies

1. Business partnerships and companies of one type may be transformed into business partnerships and companies of another type or into production cooperatives by decision of the general meeting of participants in the manner established by this Code and the laws on business companies.
(as amended by Federal Law of 05.05.2014 N 99-FZ)
2. When a partnership is reorganized into a company, each general partner who has become a participant (shareholder) of the company, within two years, bears subsidiary responsibility with all of his property for the obligations transferred to the company from the partnership. Alienation by a former partner of his shares (stocks) does not relieve him of such responsibility. The rules set out in this clause are accordingly applied when converting a partnership into a production cooperative.
3. Business partnerships and companies may not be reorganized into non-commercial organizations, as well as into unitary commercial organizations.
(Clause 3 was introduced by the Federal Law of 05.05.2014 N 99-FZ)

2. General partnership

Article 69. Basic provisions on a full partnership

1. A partnership is recognized as a full partnership, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activity on behalf of the partnership and are responsible for its obligations with property belonging to them.
2. A person can be a member of only one full partnership.
3. The firm name of a full partnership must 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 company" and the words "full partnership".

Article 70. Memorandum of Association of a Full Partnership

1. A general partnership is created and operates on the basis of the memorandum of association. The Memorandum of Association is signed by all of 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 on the amount and composition of the joint stock capital of the partnership" are replaced by the words "information on the corporate name and the location of the partnership, the conditions on the amount and composition of its contributed capital ", article 52 is set out in a new edition. The specified words are absent in this paragraph. Article 52, paragraph 2 old edition contained in paragraph 4 of article 52 of the new edition.

2. The founding agreement of a full partnership must contain, in addition to the information specified in paragraph 2 of Article 52 of this Code, conditions on the amount and composition of the joint stock capital of the partnership; on the size and procedure for changing the shares of each of the participants in the contributed capital; on the size, composition, timing and procedure for making contributions by them; on the liability of participants for violation of obligations to make contributions.

Article 71. Full partnership management

1. Management of the activities of a full partnership shall be carried out by the general agreement of all participants. The founding agreement of the partnership may provide for cases when a decision is made by a majority vote of the participants.
2. Each participant in a full partnership has one vote, unless the constituent agreement provides for a different procedure for determining the number of votes of its participants.
3. Each participant in the partnership, regardless of whether he is authorized to conduct the affairs of the partnership, has the right to receive all information about the activities of the partnership and to familiarize himself with all the documentation on the conduct of business. Waiver of this right or its restriction, including by agreement of the participants in the partnership, are void.
(as amended by Federal Law of 05.05.2014 N 99-FZ)

Article 72. Conducting business of a full partnership

1. Each participant in a full partnership shall have the right to act on behalf of the partnership, unless the constituent agreement establishes that all its participants conduct business jointly, or the conduct of business is entrusted to separate participants.
In the joint conduct of the affairs of a partnership by its participants, the consent of all participants in the partnership is required to complete each transaction.
If the conduct of the affairs of the partnership is entrusted by its participants to one or some of them, the other participants in order to conclude transactions on behalf of the partnership must have a power of attorney from the participant (members) who is entrusted with the conduct of the affairs of the partnership.
In relations with third parties, the partnership does not have the right to refer to the provisions of the articles of association limiting the powers of the participants in the partnership, unless the partnership proves that the third party at the time of the transaction knew or knowingly should have known that the partnership participant had no right to act on behalf of the partnership. ...
2. The powers to conduct the affairs of the partnership, granted to one or several participants, may be terminated by a court at the request of one or several other participants in the partnership if there are serious grounds for this, in particular as a result of a gross violation by the authorized person (persons) of his duties or his revealed inability to reasonable business management. On the basis of a court decision, the necessary amendments are made to the foundation agreement of the partnership.

Article 73. Obligations of a participant in a full partnership

1. A participant in a full partnership is obliged to participate in its activities in accordance with the terms of the memorandum of association.
2. A participant in a full partnership shall be obliged to make at least half of his contribution to the contributed capital of the partnership before its state registration. The rest must be contributed by the participant within the time frame established by the memorandum of association. In case of failure to fulfill this obligation, the participant is obliged to pay to the partnership ten percent per annum from the unpaid part of the contribution and compensate for the losses caused, unless other consequences are established by the memorandum of association.
(as amended by Federal Law of 05.05.2014 N 99-FZ)
3. A participant in a full partnership shall not have the right, without the consent of the other participants, to make transactions on his own behalf in his own interests or in the interests of third parties that are similar to those that constitute the subject of the partnership's activities.
If this rule is violated, the partnership has the right, at its choice, to demand from such a participant compensation for losses caused to the partnership or transfer to the partnership all the benefits acquired under such transactions.

Article 74. Distribution of profits and losses of a full partnership

1. The profits and losses of a full partnership shall be distributed among its participants in proportion to their shares in the contributed capital, unless otherwise provided by the memorandum of association or other agreement of the participants. An agreement on the elimination of any of the participants in the partnership from participation in profits or losses is not allowed.
2. If, as a result of losses incurred by the partnership, the value of its net assets becomes less than the amount of its contributed capital, the profit received by the partnership is not distributed among the participants until the value of net assets exceeds the amount of its contributed capital.

Section 75. Liability of participants in a full partnership for its obligations

1. Participants in a full partnership jointly bear subsidiary liability with their property for the obligations of the partnership.
2. A participant in a full partnership, who is not its founder, shall be liable on an equal basis with other participants for obligations that arose before he entered the partnership.
A participant who has retired from the partnership is liable for the partnership's obligations that arose before the time of its retirement, on an equal basis 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 left the partnership.
3. The agreement of the participants in the partnership on the limitation or elimination of the liability provided for in this article is null and void.

Article 76. Change in the composition of participants in a full partnership

1. In cases of withdrawal or death of any of the participants in a full partnership, recognition of one of them as missing, incapacitated, or partially incapacitated, or insolvent (bankrupt), opening of reorganization procedures against one of the participants by a court decision, liquidation of a participant in the partnership a legal entity or a creditor of one of the participants in the collection on a part of the property corresponding to its share in the contributed capital, the partnership may continue its activities if this is provided for by the foundation agreement of the partnership or the agreement of the remaining participants.
2. Participants in a full partnership have the right to demand in court the exclusion of any of the participants from the partnership by unanimous decision of the remaining participants and if there are serious reasons for this, in particular as a result of a gross violation by this participant of his obligations or his revealed inability to conduct business reasonably.

Article 77. Withdrawal of a participant from a full partnership

1. A participant in a full partnership has the right to withdraw from it, declaring his refusal to participate in the partnership.
Refusal to participate in a full partnership, established without specifying a term, must be declared by the participant at least six months before the actual withdrawal from the partnership. Early refusal to participate in a full partnership established for a specific period is allowed only for a good reason.
2. An agreement between the participants in the partnership on the waiver of the right to withdraw from the partnership is null and void.

Section 78. Consequences of the withdrawal of a participant from a full partnership

1. A participant who has retired from a full partnership shall be paid the value of a part of the partnership's property corresponding to the share of this participant in the contributed capital, unless otherwise provided by the memorandum of association. By agreement of the retiring participant with the remaining participants, the payment of the cost of a part of the property may be replaced by the issuance of the property in kind.
The part of the partnership's property due to the retiring participant or its value is determined according to the balance sheet drawn up, with the exception of the case provided for in Article 80 of this Code, at the time of its retirement.
2. In the event of the death of a participant in a full partnership, his heir may enter into a full partnership only with the consent of the other participants.
A legal entity that is the legal successor of a reorganized legal entity that participated in a full partnership shall have the right to enter the partnership with the consent of its other participants, unless otherwise provided by the founding agreement of the partnership.
Settlements with the heir (successor) who have not entered the partnership are made in accordance with paragraph 1 of this article. The heir (legal successor) of a participant in a full partnership shall be liable for the obligations of the partnership to third parties, for which, in accordance with paragraph 2 of Article 75 of this Code, the retired participant would be responsible, within the limits of the property of the retired participant in the partnership transferred to him.
3. If one of the participants has left the partnership, the shares of the remaining participants in the joint capital of the partnership shall increase accordingly, unless otherwise provided by the memorandum of association or other agreement of the participants.

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

A participant in a full partnership has the right, with the consent of the rest of its participants, to transfer his share in the pooled capital or part of it to another participant in the partnership or to a third party.
When a share (part of a share) is transferred to another person, the rights that belonged to the participant who transferred the share (part of the share) are transferred to him in full or in the corresponding part. The person to whom the share (part of the share) is transferred shall be liable for the obligations of the partnership in the manner prescribed by paragraph one of paragraph 2 of Article 75 of this Code.
The transfer of the entire share to another person by a participant in the partnership terminates his participation in the partnership and entails the consequences provided for by paragraph 2 of Article 75 of this Code.

Article 80. Levy of execution on the share of a participant in the pooled capital of a full partnership

Levy of execution on the share of a participant in the joint capital of a full partnership for the participant's own debts is allowed only if there is a lack of his other property to cover the debts. The creditors of such a participant have the right to demand from the general partnership the allocation of a part of the partnership's property corresponding to the debtor's share in the contributed capital, in order to levy execution on this property. The part of the partnership's property subject to separation or its value is determined according to the balance sheet drawn up at the time the creditors presented the separation requirement.
Levy of execution on property corresponding to the share of a participant in the pooled capital of a full partnership terminates his participation in the partnership and entails the consequences provided for by paragraph two of paragraph 2 of Article 75 of this Code.

Article 81. Liquidation of a full partnership

A general partnership is liquidated on the grounds specified in Article 61 of this Code, as well as in the case when the only participant remains in the partnership. Such a participant has the right, within six months from the moment when he became the only participant in the partnership, to transform such a partnership into a business company in the manner prescribed by this Code.
A general partnership shall also be liquidated in the cases specified in paragraph 1 of Article 76 of this Code, if the founding agreement of the partnership or the agreement of the remaining participants does not provide that the partnership will continue its activities.

3. Partnership on Faith

Section 82. Basic provisions on limited partnership

1. A limited partnership (limited partnership) is a partnership in which, along with the participants performing on behalf of the partnership entrepreneurial activity and responsible for the obligations of the partnership with their property (general partners), there are one or more participants - investors (limited partners) who bear the risk of losses associated with the activities of the partnership, within the amount of their contributions and do not take part in the partnership's entrepreneurial activities.
2. The position of general partners participating in a limited partnership and their responsibility for the partnership's obligations are determined by the rules of this Code on participants in a full partnership.
3. A person can be a general partner in only one limited partnership.
A participant in a full partnership cannot be a full partner in a limited partnership.
A general partner in a limited partnership cannot be a participant in a full partnership.
The number of limited partners in a limited partnership shall not exceed twenty. Otherwise, it is subject to transformation into a business company within a year, and after this period - liquidation in court, if the number of its partners does not decrease to the specified limit.

4. The firm name of a limited partnership must contain either the names (names) of all general partners and the words "limited partnership" or "limited partnership", or the name (name) of at least one full partner with the addition of the words "and company" and the words "limited partnership" or "limited partnership".
If the name of a contributor is included in the firm name of a limited partnership, such contributor becomes a full partner.
5. The rules of this Code on a full partnership shall apply to a limited partnership insofar as it does not contradict the rules of this Code on a limited partnership.

Section 83. Constituent agreement of limited partnership

1. A limited partnership is created and operates on the basis of the memorandum of association. The Memorandum of Association is signed by all general partners.

Note:
Federal Law of 05.05.2014 N 99-FZ from September 1, 2014, in paragraph 2 of Article 83, the words "in addition to the information specified in paragraph 4 of Article 52 of this Code" are replaced by the words "information on the company name and location of the partnership", Article 52 is stated in the new edition. The specified words are absent in this paragraph. The provisions of paragraph 2 of Article 52 of the old edition are contained in paragraph 4 of Article 52 of the new edition.

2. The founding agreement of a limited partnership must contain, in addition to the information specified in paragraph 2 of Article 52 of this Code, conditions on the amount and composition of the contributed capital of the partnership; on the size and procedure for changing the shares of each of the general partners in the contributed capital; on the size, composition, timing and procedure for making contributions by them, their responsibility for violation of obligations to make contributions; on the aggregate amount of deposits made by depositors.

Article 84. Management of a limited partnership and conduct of its affairs

1. Management of the activity of a limited partnership shall be carried out by general partners. The procedure for the management and conduct of the affairs of such a partnership by its general partners shall be established by them in accordance with the rules of this Code on a full partnership.
2. Investors shall not have the right to participate in the management and conduct of the affairs of a limited partnership, to act on its behalf otherwise than by power of attorney. They do not have the right to challenge the actions of the general partners in the management and conduct of the affairs of the partnership.

Article 85. Rights and obligations of a limited partnership investor

1. The investor of a limited partnership is obliged to contribute to the contributed capital. Making a contribution is certified by a certificate of participation issued to the investor by the partnership.
2. The investor of a limited partnership has the right:

1) receive a part of the partnership's profit due to its share in the contributed capital, in the manner prescribed by the constituent agreement;
2) get acquainted with the annual reports and balance sheets of the partnership;
3) at the end of the financial year, leave the partnership and receive your contribution in the manner prescribed by the memorandum of association;
4) transfer his share in the contributed capital or part of it to another depositor or third party. Investors enjoy the preferential right over third parties to purchase a share (or part thereof) in relation to the conditions and procedure provided for in paragraph 2 of Article 93 of this Code. The transfer of the entire share to another person by the depositor terminates his participation in the partnership.

The founding agreement of a limited partnership may also provide for other rights of an investor.

Article 86. Liquidation of a limited partnership

1. A limited partnership shall be liquidated upon retirement of all contributors who participated in it. However, general partners have the right, instead of liquidation, to transform a limited partnership into a full partnership.
A limited partnership is also liquidated on the grounds of liquidation of a full partnership (Article 81). However, a limited partnership is maintained if at least one general partner and one investor remain in it.
2. In the liquidation of a limited partnership, including in the event of bankruptcy, the investors shall have a preferential right over the general partners to receive contributions from the property of the partnership remaining after the claims of its creditors have been satisfied.
The property of the partnership remaining after this is distributed between the general partners and investors in proportion to their shares in the contributed capital of the partnership, unless a different procedure is established by the memorandum of association or agreement of the general partners and investors.

3.1. Peasant (farm) economy

(introduced by the Federal Law of 30.12.2012 N 302-FZ)

Note:
Re-registration of peasant farms established as a legal entity in accordance with the previous legislation is not required. Such peasant farms have the right to retain the status of a legal entity until 01/01/2021.

Article 86.1. Peasant (farm) economy

1. Citizens who carry out joint activities in the field of agriculture without forming a legal entity on the basis of an agreement on the creation of a peasant (farm) farm (Article 23), have the right to create a legal entity - a peasant (farm) farm.
A peasant (farm) economy, created in accordance with this article as a legal entity, is a voluntary association of citizens on the basis of membership for a joint production or other economic activity in the field of agriculture, based on their personal participation and the consolidation of property contributions by members of the peasant (farm) economy.
2. The property of the peasant (farm) economy belongs to him on the basis of the right of ownership.
3. A citizen can be a member of only one peasant (farm) enterprise, created as a legal entity.
4. When the creditors of a peasant (farm) economy levy on a land plot owned by the farm, the land plot is subject to sale at a public auction in favor of a person who, in accordance with the law, has the right to continue using the land plot for its intended purpose.
Members of a peasant (farm) economy, created as a legal entity, bear subsidiary responsibility for the obligations of the peasant (farm) economy.
5. The peculiarities of the legal status of a peasant (farm) economy, created as a legal entity, are determined by law.

4. Limited Liability Company

Article 87. Basic provisions on a limited liability company

1. A limited liability company is a business company, the authorized capital of which is divided into shares; members of a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares.
(as amended by Federal Law of 05.05.2014 N 99-FZ)
Members of the company who have not fully paid for the shares are jointly and severally liable for the obligations of the company within the value of the unpaid part of the share of each of the participants.
(Clause 1 as amended by Federal Law of 30.12.2008 N 312-FZ)
2. The firm 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 companies.

Article 88. Limited Liability Company Members

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

2. A limited liability company may be founded by one person or may consist of one person, including when created as a result of reorganization.
The paragraph became invalid on September 1, 2014. - Federal Law of 05.05.2014 N 99-FZ.
(Clause 2 as amended by Federal Law of 30.12.2008 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 a limited liability company conclude an agreement between themselves on the establishment of a limited liability company, which determines the procedure for their joint activities to establish a company, the size of the charter capital of the company, the size of their shares in the charter 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 concluded in writing.
2. The founders of a limited liability company shall be jointly and severally liable for obligations related to its establishment and arising prior to its state registration.
A limited liability company is liable for the obligations of the founders of the company associated with its establishment, only in the event of the subsequent approval of the actions of the founders of the company by the general meeting of the participants in the company. The amount of liability of the company for these obligations of the founders of the company may be limited by the law on limited liability companies.
3. The constituent document of a limited liability company is its charter.
The charter of a limited liability company must contain information about the company name of the company and its location, the amount of its authorized capital (except for the case provided for in paragraph 2 of Article 52 of this Code), the composition and competence of its bodies, the procedure for making decisions (including decisions on issues adopted unanimously or by a qualified majority) and other information provided for by the law on limited liability companies.
(as amended by Federal Laws of 05.05.2014 N 99-FZ, of 29.06.2015 N 209-FZ)
4. The procedure for performing other actions to establish a limited liability company is determined by the law on limited liability companies.

Section 90. The authorized capital of a limited liability company

1. The authorized capital of a limited liability company (Article 66.2) is made up of the par value of the participants' shares.
(Clause 1 as amended by Federal Law of 05.05.2014 N 99-FZ)
2. It is not allowed to release a participant in a limited liability company from the obligation to pay for a share in the authorized capital of the company.
Payment of the authorized capital of a limited liability company in case of an increase in the authorized capital by offsetting claims against the company is allowed in cases provided for by the law on limited liability companies.

3. The authorized capital of a limited liability company is paid for by its participants within the time frame and in the manner prescribed by the law on limited liability companies.
The consequences of violation by the participants of the company of the terms and procedure for payment of the authorized capital of the company are determined by the law on limited liability companies.
(Clause 3 as amended by Federal Law of 05.05.2014 N 129-FZ)
4. If at the end of the second or each subsequent financial year, the value of the net assets of a limited liability company turns out to be less than its authorized capital, the company, in the manner and within the period provided for by the law on limited liability companies, is obliged to increase the value of net assets to the amount of the authorized capital or register, in accordance with the established procedure, a decrease in the authorized capital. If the value of the said assets of the company becomes less than the minimum amount of the authorized capital determined by the law, the company is subject to liquidation.

5. Reduction of the authorized capital of a limited liability company is allowed after notification of all its creditors. In this case, the latter have the right to demand early termination or fulfillment of the company's corresponding obligations and compensation for losses.
The rights and obligations of creditors of credit institutions and non-credit financial organizations created in the organizational and legal form of a limited liability company are also determined by the laws governing the activities of such organizations.
(Clause 5 as amended by Federal Law dated 05.05.2014 N 99-FZ)
6. An increase in the authorized capital of a company is allowed after full payment of all its shares.

Article 91.

Article 92. Reorganization and liquidation of a limited liability company

1. A limited liability company may be reorganized or liquidated voluntarily by the unanimous decision of its participants.
Other grounds for the reorganization and liquidation of a company, as well as the procedure for its reorganization and liquidation, are determined by this Code and other laws.
2. A limited liability company has the right to transform itself into a joint stock company, business partnership or production cooperative.
(as amended by Federal Laws of 30.12.2008 N 312-FZ, of 05.05.2014 N 99-FZ)

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

(as amended by Federal Law of 30.12.2008 N 312-FZ)

1. The transfer of a share or part of a share of a participant in a limited liability company to another person is allowed on the basis of a transaction or by way of succession or on another legal basis, taking into account the specifics provided for by this Code and the law on limited liability companies.
2. Sale or otherwise alienation of a share or part of a share in the authorized capital of a limited liability company to third parties is allowed in compliance with the requirements provided for by the law on limited liability companies, unless prohibited by the charter of the company.
The members of the company enjoy the pre-emptive right to purchase a share or part of the share of a member of the company. The procedure for exercising the preemptive right and the period during which the participants in the company can exercise this right are determined by the law on limited liability companies and the charter of the company. The charter of the company may also provide for the preemptive right of the company to purchase a share or part of the share of a participant in the company, if other participants in the company have not used their preemptive right to purchase a share or part of a share in the authorized capital of the company.
3. In the event that the charter of the company prohibits the alienation of a share or part of a share belonging to a member of the company to third parties and other members of the company have refused to acquire them or consent has not been obtained to alienate a share or part of a share to a member of the company or a third party, provided that the need to obtain such consent is provided for by the charter of the company, the company is obliged to acquire, at the request of a participant in the company, the share or part of the share belonging to him.
(as amended by Federal Law of 05.05.2014 N 99-FZ)
4. The share of a participant in a limited liability company may be alienated before its full payment only in the part in which it has already been paid.
5. In the case of acquisition of a share or part of a participant's share by the limited liability company itself, it is obliged to sell them to other participants or third parties within the time frame and in the manner prescribed by the law on limited liability companies and the charter, or to reduce its authorized capital in accordance with clauses 4 and 5 of Article 90 of this Code.
6. Shares in the authorized capital of the company are transferred to the heirs of citizens and to the legal successors of legal entities that were participants in the company, unless otherwise provided by the charter of the limited liability company. The charter of the company may provide that the transfer of a share in the authorized capital of the company to the heirs of citizens and legal successors of legal entities that were members of the company, transfer of the share that belonged to the liquidated legal entity, its founders (participants) who have real rights to its property or obligations of this legal entity are allowed only with the consent of the other members of the company. Refusal to consent to the transfer of a share entails the obligation of the company to pay the specified persons its actual value or to give them in kind property corresponding to such value, in the manner and on the conditions provided for by the law on limited liability companies and the charter of the company.
7. The transfer of the share of a participant in a limited liability company to another person entails the termination of his participation in the company.

Article 94. Withdrawal of a member of a limited liability company from the company

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

1. A participant in a limited liability company has the right to leave the company regardless of the consent of its other participants or the company by:

Note:
The participant's application for withdrawal from the company must be notarized according to the rules stipulated by the legislation on notaries for certifying transactions (Federal Law of 08.02.1998 N 14-FZ).

1) filing an application for withdrawal from the company, if such a possibility is provided for by the charter of the company;
2) presentation of a demand to the company for the acquisition by the company of a share in the cases provided for by paragraphs 3 and 6 of Article 93 of this Code and the law on limited liability companies.

2. When a participant in a limited liability company submits an application for withdrawal from the company or presents him with a demand for the acquisition by the company of his share in the cases provided for in paragraph 1 of this article, the share passes to the company from the moment the company receives the relevant application (demand). This participant must be paid the actual value of his share in the authorized capital or, with his consent, property of the same value must be issued in kind in the manner, manner and within the time limits provided for by the law on limited liability companies and the charter of the company.

5. Company with additional liability

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

Section 95. Abolished on 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 (as amended by Federal Law dated 05.05.2014 N 99-FZ) on joint stock companies are applied to closed joint stock companies.

Section 96 Basic Provisions on Joint Stock Company

1. Joint-stock company is a business company, the authorized capital of which is divided into a certain number of shares; members of a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares.
(as amended by Federal Law of 05.05.2014 N 99-FZ)
Shareholders who have not fully paid for the shares are jointly and severally liable for the obligations of the joint-stock company within the unpaid part of the value of their shares.
2. The firm name of a joint stock company must contain its name and an indication that the company is a joint stock company.
3. The legal status of a 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 through 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 credit organizations created in the organizational and legal form of a joint-stock company, the rights and obligations of their shareholders are also determined by the laws regulating the activities of credit organizations.
(the paragraph was introduced by the Federal Law of 08.07.1999 N 138-FZ, as revised by the Federal Law of 05.05.2014 N 99-FZ)

Section 97 Public joint stock company

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

Note:
If on 07/01/2015 the charter and the name of the JSC created before 09/01/2014 indicates that it is a PJSC in the absence of signs of publicity, such a JSC must register a prospectus of shares before 07/01/2020 or change the charter, excluding the public status from the name (Federal Law of 06/29/2015 N 210-FZ).

Note:
JSCs created before 09/01/2014 and meeting the characteristics of PJSCs are recognized as such, regardless of the indication of this in their name. For exceptions to this rule and refusal from public status, see Federal Law of 05.05.2014 N 99-FZ.

1. A public joint stock company (clause 1 of Article 66.3) is obliged to submit, for entry into the unified state register of legal entities, information about the company name of the company, which contains an indication that such a company is public.
The joint-stock company has the right to submit information about the company name of the company, containing an indication that such a company is public, for entry into the unified state register of legal entities.
The joint-stock company acquires the right to publicly place (by open subscription) shares and securities convertible into its shares, which can be publicly traded under the conditions established by the laws on securities, from the date of entry into the unified state register of legal entities of information about the company name of the company containing an indication that such a society is public.
2. The acquisition by a non-public joint stock company of the status of a public company (paragraph 1 of this article) entails the invalidity of the provisions of the charter and internal documents of the company that contradict the rules on a public joint stock company established by this Code, the law on joint stock companies and laws on securities.
3. In a public joint-stock company, a collegial management body of the company is formed (paragraph 4 of Article 65.3), the number of members of which cannot be less than five. The formation procedure and the competence of the said collegial management body are determined by the law on joint stock companies and the charter of the public joint stock company.
4. The responsibilities for maintaining the register of shareholders of a public joint-stock company and the performance of the functions of the counting commission shall be carried out by an organization that has a license provided by law.
(as amended by Federal Law of June 29, 2015 N 210-FZ)
5. In a public joint-stock company, the number of shares owned by one shareholder, their total nominal value, as well as the maximum number of votes given to one shareholder, cannot be limited. The charter of a public joint-stock company cannot provide for the need to obtain anyone's consent to alienate the shares of this company. No one may be granted the right of pre-emptive purchase of shares of a public joint-stock company, except for the cases provided for by paragraph 3 of Article 100 of this Code.
The charter of a public joint-stock company cannot be attributed to the exclusive competence of the general meeting of shareholders to resolve issues that do not relate to it in accordance with this Code and the law on joint-stock companies.
6. A public joint stock company is obliged to publicly disclose information provided by law.
7. Additional requirements for the establishment and operation, as well as for the termination of public joint stock companies, are established by the law on joint stock companies and laws on securities.

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

1. The founders of a joint-stock company shall conclude an agreement among themselves that determines the procedure for their joint activities to create a company, the size of the authorized capital of the company, the categories of issued shares and the procedure for their placement, as well as other conditions stipulated by the law on joint-stock companies.
The agreement on the creation of a joint stock company is concluded 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 a joint-stock company shall be jointly and severally liable for obligations that arose before the registration of the company.
The company is liable for the obligations of the founders related to its creation only if their actions are subsequently approved by the general meeting of shareholders.
3. The constituent document of a joint-stock company is its charter, approved by the founders.
The charter of a joint stock company must contain information about the company name of the company and its location, conditions on the categories of shares issued by the company, their nominal value and quantity, the size of the charter capital of the company, the rights of shareholders, the composition and competence of the company's bodies and the procedure for making decisions by them, in including on issues, decisions on which are taken unanimously or by a qualified majority of votes. The charter of a joint-stock company must also contain other information provided for by law.
(as amended by Federal Law of 05.05.2014 N 99-FZ)
4. The procedure for performing other actions to create a joint stock company, including the competence of the constituent assembly, is determined by the law on joint stock companies.
5. The specifics of creating joint stock companies during 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 if one shareholder acquires all the shares of the company. Information about this is subject to entry into the unified state register of legal entities.
A joint-stock company cannot have another business company, consisting of one person, as the sole participant, unless otherwise provided by law.
(Clause 6 as amended by Federal Law dated 05.05.2014 N 99-FZ)

Section 99. Authorized capital of a joint stock company

1. The authorized capital of a joint-stock company is made up of the par value of the company's shares acquired by shareholders.
The paragraph became invalid on September 1, 2014. - Federal Law of 05.05.2014 N 99-FZ.
2. The release of a shareholder from the obligation to pay for the shares of the company is not allowed.
Payment for additional shares placed by the company by offsetting claims against the company is allowed in the cases provided for by the law on joint stock companies.
(Clause 2 as amended by Federal Law dated 27.12.2009 N 352-FZ)
3. Public subscription to the shares of a joint-stock company is not allowed until the authorized capital is paid in full. When founding 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 financial year, the value of the net assets of the joint stock company is less than its authorized capital, the company, in the manner and within the period provided for by the law on joint stock companies, is obliged to increase the value of net assets to the amount of the authorized capital or register in the prescribed manner reduction of the authorized capital. If the value of the said assets of the company becomes less than the minimum amount of the authorized capital determined by the law, the company is subject to liquidation.
(Clause 4 as amended by Federal Law of 05.05.2014 N 99-FZ)
5. The law or the charter of a company that is not public may establish restrictions on the number, total par value of shares or the maximum number of votes held by one shareholder.
(as amended by Federal Law of 05.05.2014 N 99-FZ)

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

1. A joint stock company, in accordance with the law on joint stock companies, has the right to increase the authorized capital by increasing the par value of shares or by issuing additional shares.
(as amended by Federal Law of 05.05.2014 N 99-FZ)
2. An increase in the authorized capital of a joint-stock company is allowed after its full payment.

3. In the cases and in accordance with the procedure provided for by the law on joint stock companies, shareholders and persons who own the company's securities convertible into its shares may be granted the preemptive right to purchase additional shares issued by the company or securities convertible into shares.
(Clause 3 as amended by Federal Law of 05.05.2014 N 99-FZ)

Article 101. Reduction of the authorized capital of a 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 par value of shares or by purchasing part of the shares in order to reduce their total number.
(as amended by Federal Law of 05.05.2014 N 99-FZ)
A reduction in the charter capital of a company is allowed after notification of 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 a company or a decrease in 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 created in the organizational and legal form of a joint-stock company are also determined by the laws regulating the activities of such organizations.
(as amended by Federal Law of 05.05.2014 N 99-FZ)
2. Reduction of the authorized capital of a joint-stock company by purchasing and canceling a part of shares is allowed if such a possibility is provided for in the charter of the company.

Section 102. Restrictions on the issue of securities and the payment of dividends of a joint stock company

Note:
Preferred shares purchased at the expense of funds specified in Part 3 of Article 4 and Part 3 of Article 5 of Federal Law No. 173-FZ dated October 13, 2008 (as amended on July 21, 2014) are not taken into account when calculating the percentage of preferred shares (par value of placed preferred shares) in the total amount of the authorized capital of the joint-stock company for the purposes of paragraph 1 of Article 102.

Note:
Clause 1 of Article 102 is applied taking into account the provisions of Federal Law of 18.07.2009 N 181-FZ (Clause 2 of Article 11 of Federal Law of 18.07.2009 N 181-FZ).

1. The share of preferred shares in the total volume of the authorized capital of a joint-stock company must not exceed twenty-five percent. At the same time, a public joint-stock company is not entitled to place preferred shares, the par value of which is lower than the par value of ordinary shares.
(as amended by Federal Law of 05.05.2014 N 99-FZ)
2. Abolished from September 1, 2014. - Federal Law of 05.05.2014 N 99-FZ.
3. The joint stock company is not entitled to declare and pay dividends:
until full payment of the entire authorized capital;
if the value of the net assets of the joint-stock company is less than its authorized capital and reserve fund or becomes less than their size as a result of the payment of dividends;
in other cases provided for by the law on joint stock companies.
(the paragraph was introduced by the Federal Law of 05.05.2014 N 99-FZ)

Section 103. Abolished on September 1, 2014. - Federal Law of 05.05.2014 N 99-FZ.

Section 104. Reorganization and liquidation of a joint stock company

1. A joint stock company may be reorganized or liquidated voluntarily by decision of the general meeting of shareholders.
Other grounds and procedure for the reorganization and liquidation of a joint stock company are determined by law.
(as amended by Federal Law of 05.05.2014 N 99-FZ)
2. The joint stock company has the right to transform itself into a limited liability company, a business partnership or a production cooperative.
(Clause 2 as amended by Federal Law dated 05.05.2014 N 99-FZ)

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

7. Subsidiaries and dependent companies

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

8. Production cooperatives

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

Article 106.1. The concept of a production cooperative

1. A production cooperative (artel) is a voluntary association of citizens on the basis of membership for joint production or other economic activities (production, processing, sale of industrial, agricultural and other products, performance of work, trade, consumer services, provision of other services) based on their personal labor and other participation and the consolidation of property shares by its members (participants). The law and the charter of a production cooperative may provide for the participation of legal entities in its activities. A production cooperative is a corporate commercial organization.
2. Members of a production cooperative shall bear subsidiary liability for the obligations of the cooperative in the amount and in the manner prescribed by the law on production cooperatives and the charter of the cooperative.

Article 106.2. Creation of a production cooperative and its charter

1. The constituent document of a production cooperative is its charter, approved by the general meeting of its members.
2. The charter of a production cooperative must contain information about the corporate name of the cooperative and its location, the conditions on the size of the share contributions of the members of the cooperative, the composition and procedure for making share contributions by the members of the cooperative and on their responsibility for violating the obligation to make shares, on the nature and procedure of labor participation of its members in the activities of the cooperative and on their responsibility for violation of the obligation to take personal labor participation in the activities of the cooperative, on the procedure for the distribution of profits and losses of the cooperative, the size and conditions of subsidiary liability of its members for the obligations of the cooperative, on the composition and competence of the cooperative's bodies and the procedure for adopting their decisions, including on issues, decisions on which are taken unanimously or by a qualified majority.
3. The firm name of a production cooperative must contain its name and the words "production cooperative" or the word "artel".
4. The number of members of the cooperative must not be less than five.

Article 106.3. Production cooperative property

1. Property owned by a production cooperative is divided into shares of its members in accordance with the charter of the cooperative.
The charter of the cooperative may establish that a certain part of the property belonging to the cooperative constitutes indivisible funds used for the purposes determined by the charter.
The decision on the formation of indivisible funds is taken by the members of the cooperative unanimously, unless otherwise provided by the charter of the cooperative.
2. A member of a production cooperative is obliged to pay at least ten percent of the share contribution by the time of registration of the cooperative, and the rest within a year from the date of state registration of the cooperative.
3. The profit of a production cooperative shall be distributed among its members in accordance with their labor participation, unless a different procedure is provided for by the law on production cooperatives and the charter of the cooperative.
The property remaining after the liquidation of the cooperative and the satisfaction of the claims of its creditors is distributed in the same manner.

Article 106.4. Features of management in a production cooperative

1. The executive bodies of a production cooperative are the chairman and the board of the cooperative, if its formation is provided for by law or the charter of the cooperative.
2. Members of the board of a production cooperative and the chairman of the cooperative may only be members of the cooperative.
3. A member of a production cooperative has one vote in decision-making by the general meeting.

Article 106.5. Termination of membership in a production cooperative and transfer of a share

1. A member of a production cooperative, at his own discretion, has the right to withdraw from the cooperative. In this case, the value of the share must be paid to him or property, the value of which corresponds to the value of his share, must be issued to him, and other payments must be made as provided for by the charter of the cooperative.
The payment of the value of the share or the issuance of other property to the outgoing member of the cooperative is made at the end of the financial year and the approval of the accounting (financial) statements of the cooperative, unless otherwise provided by the charter of the cooperative.
2. A member of a production cooperative may be expelled from the cooperative by decision of the general meeting in the event of non-fulfillment or improper fulfillment of the duties assigned to him by the charter of the cooperative, as well as in other cases stipulated by law and the charter of the cooperative.
A member of the board of a cooperative may be expelled from the cooperative by decision of the general meeting in connection with membership in a similar cooperative.
A member of a cooperative expelled 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 a production cooperative has the right to transfer his share or part of it to another member of the cooperative, unless otherwise provided by law and the charter of the cooperative.
The transfer of a share or part of it to 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 enjoy the pre-emptive right to purchase such a share or part thereof.
4. In the event of the death of a member of a production cooperative, his heirs may be accepted as members of the cooperative, unless otherwise provided by the charter of the cooperative. Otherwise, the cooperative pays the heirs the value of the share of the deceased member of the cooperative.
5. Levy of execution on a share of a member of a production cooperative for the debts of a member of a cooperative is allowed only if there is a lack of his other property to cover such debts in the manner prescribed by law and the charter of the cooperative. Collection of debts of a member of a cooperative cannot be levied on the indivisible funds of a cooperative.

Article 106.6. Transformation of a production cooperative

A production cooperative, by the decision of its members, adopted unanimously, may be transformed into a business partnership or society.

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

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

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

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

A business company may not have as the only participant another business company, consisting of one person, unless otherwise provided by this Code or another law.

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

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

5. Individual entrepreneurs and commercial organizations may be participants in general partnerships and general partners in limited partnerships.

Citizens and legal entities, as well as public law formations (Article 125) can be participants in business companies and contributors to limited partnerships.

6. State bodies and bodies of local self-government shall not have the right to participate on their own behalf in business partnerships and companies.

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

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

Business partnerships and companies may be founders (participants) of other business partnerships and companies, with the exception of cases provided for by law.

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

Commentary on Art. 66 of the Civil Code of the Russian Federation

1. As already noted, the Civil Code of the Russian Federation offers an exhaustive list of organizational and legal forms of commercial organizations. At the same time, business companies and partnerships occupy a dominant position among commercial organizations.

Five of the seven types of commercial organizations are business entities and partnerships, including general partnerships, limited partnerships, joint stock companies, limited liability companies, and additional liability companies. Of course, participants in civil law turnover give priority to limited liability companies and joint stock companies when registering. According to the Federal Tax Service, as of January 1, 2010, 195892 joint-stock companies, 3242594 limited and additional liability companies were registered in the Unified State Register of Legal Entities. Compared to the data as of January 1, 2008, the number of registered limited and additional liability companies increased by more than 20% (as of January 1, 2008, this number was 2,615,804).

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www.nalog.ru.

The commented article defines the basic provisions on business partnerships and companies. Common features of business partnerships and companies are:

- division of the authorized (joint-stock) capital into shares (deposits);

- general signs of the formation of the authorized (share) capital;

- business partnerships and companies are commercial organizations;

- the received profit is distributed among the participants of the legal entity;

- the participants do not have proprietary rights to the contributions made. These rights are obligatory or, in the opinion of some experts, corporate (see the commentary to Art. 67 of the Civil Code);

— general views the rights and obligations of the participants;

- some features of the management order, etc.

The differences in the organizational and legal forms of business partnerships and companies are as follows:

- business companies are associations of capital, and personal participation of shareholders and other participants in the activities of the company is not required, business partnerships are associations of labor, the personal participation of general partners in the activities of a full partnership and limited partnership has essential;

- for business companies, in contrast to partnerships, a requirement is established for the minimum size of the authorized capital;

- participants in partnerships (with the exception of investors) bear subsidiary liability for the obligations of a legal entity, in contrast to business companies, where only participants in a company with additional liability bear limited liability;

- the founding document of the partnership is the foundation agreement, the company needs a charter, the legal nature of relations in the partnership is of a contractual nature, in connection with which the number of participants cannot be less than two, a business company can be established by one person;

- for business partnerships, more stringent restrictions on the subject composition are provided, etc.

2. In clauses 2, 3, the types of business companies and partnerships are listed in an exhaustive manner. The Concept for the Development of Civil Legislation of the Russian Federation notes that it is inexpedient to preserve additional liability companies in the civil legislation (Article 95 of the Civil Code), since their legal status is almost completely determined by the provisions of the legislation on limited liability companies. The imposition of additional liability on the participants of such a company for the debts of a legal entity does not require the establishment of a special organizational and legal form in the law, but can be sanctioned at the level of the charter. In addition, it should be borne in mind that such an organizational and legal form is practically not created.

3. Clause 4 of the commented article establishes restrictions for participants in business partnerships and companies. So, only individual entrepreneurs and commercial organizations can act as general partners. Citizens who are not registered as individual entrepreneurs and non-profit organizations can act as contributors to limited partnerships and participants in business companies.

State bodies and bodies of local self-government may act as participants in business companies and contributors to limited partnerships only in cases expressly provided for by federal legislation. So, by the Decision of the Supreme Arbitration Court of the Russian Federation of October 30, 2009 No. VAS-14202/09 in case No. society was not created through privatization.

The possibility of participation of state bodies and local self-government bodies in business societies and partnerships is stated, in particular, in Art. 68 of the Federal Law of October 6, 2003 N 131-FZ "On general principles organizations of local self-government in the Russian Federation ", according to which the representative bodies of municipalities for joint resolution of issues of local importance can make decisions on the establishment of inter-municipal economic companies in the form of closed joint stock companies and limited liability companies. The introduction of state or municipal property, as well as exclusive rights in the authorized capitals of open joint-stock companies can be carried out when establishing open joint-stock companies, in the manner of payment for placed additional shares with an increase in the authorized capitals of open joint-stock companies, and is determined by Art. 25 of the Federal Law of December 21, 2001 N 178-FZ "On the privatization of state and municipal property" (hereinafter - the Law on the privatization of state property).

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Collection of legislation of the Russian Federation. 2003. N 40. Art. 3822.

Collection of legislation of the Russian Federation. 2002. N 4. Art. 251.

Clause 2 of Art. 17 of the Federal Law of July 27, 2004 N 79-FZ "On the State Civil Service of the Russian Federation" establishes restrictions for civilian civil servants. If the possession of a civil servant of income-generating securities, shares (shares of participation in the authorized capital of organizations) may lead to a conflict of interest, he is obliged to transfer the specified securities, shares (shares of participation in the authorized capital of organizations) belonging to him to trust management in accordance with the civil legislation of the Russian Federation. The procedure for transfer and the specifics of such management are not defined by law.

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Collection of legislation of the Russian Federation. 2004. N 31. Art. 3215.

Special attention paid to the participation of institutions in business companies and limited partnerships as contributors. As noted in clause 5 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation of November 18, 2003 N 19 "On some issues of the application of the Federal Law" On Joint Stock Companies ", institutions financed by the owners can be founders (participants) of business companies with the permission of the owner, including using for these purposes the income of the institution from the activities permitted to it (clause 4 of article 66 and clause 2 of article 298 of the Civil Code).

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Bulletin of the Supreme Arbitration Court of the Russian Federation. 2004. N 1.

As for autonomous institutions, they also have the right to contribute funds and other property to the authorized (pooled) capital of other legal entities or otherwise transfer this property to other legal entities as their founder or participant only with the consent of their founder (clause 6 of Art. 3 of the Law on Autonomous Institutions).

An exception to the general rule on obtaining permission from the owner is provided for by the Federal Law of August 2, 2009 N 217-FZ "On Amendments to Certain Legislative Acts of the Russian Federation on the Creation of Budget Scientific and educational institutions business entities for practical application(implementation) of the results of intellectual activity ", which amended the Federal Law of August 22, 1996 N 125-FZ" On higher and postgraduate professional education ", Federal Law of August 23, 1996 N 127-FZ" On Science and state scientific and technical policy ", etc. So, for example, higher educational institutions, which are budgetary educational institutions, are granted the right without the consent of the owner of their property with the notification of the federal executive body responsible for the development of state policy and legal regulation in the field of scientific and scientific and technical activities, to be founders (including jointly with other persons) of business entities whose activities consist in the practical application (implementation) of the results of intellectual activity (programs for electronic computers, databases, inventions, utility models, industrial designs, breeding achievements, topologies integrated circuits, production secrets (know-how)), the exclusive rights to which belong to these higher educational institutions. In this case, a notice of the creation of a business company must be sent to the highest educational institution, which is a budgetary educational institution, within seven days from the date of making an entry in the Unified State Register of Legal Entities on the state registration of a business entity.

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Collection of legislation of the Russian Federation. 2009. N 31. Art. 3923.

Collection of legislation of the Russian Federation. 1996. N 35. Art. 4135.

In the same place. Art. 4137.

State and municipal unitary enterprises can act as founders (participants) of joint-stock companies (with the exception of credit organizations, the founders (participants) of which they cannot be) using for these purposes the property belonging to them on the basis of the right of economic management or on the right of operational management only with consent of the owner of the property (Articles 6 and 20 of the Law on Unitary Enterprises).

In accordance with Art. 5 of the Federal Law "On the Privatization of State and Municipal Property", state and municipal unitary enterprises cannot act as buyers of property of privatized state and municipal enterprises, including shares of companies created on the basis of such enterprises.

4. Clause 6 of the commented article establishes the types of property that can be contributed as a contribution to the authorized capital.

Property rights can also be a contribution to the authorized capital, which, in accordance with Art. 128 of the Civil Code of the Russian Federation are included in the concept of property. In some cases, the turnover of property rights is limited. For example, some types of rights to the results of intellectual activity cannot be a contribution to the authorized capital, despite their connection with the material carrier of the object, for example, the right of succession, the right of access. So, paragraph 6 of Art. 3 of the Federal Law of October 25, 2001 N 137-FZ "On the Enactment of the Land Code of the Russian Federation" does not allow the introduction of the right to permanent (unlimited) use of land plots in the authorized (pooled) capital of commercial organizations. In accordance with Art. 5 of the Federal Law of December 4, 2006 N 201-FZ "On the Enactment of the Forest Code of the Russian Federation", a lessee under a lease agreement for a forest area prior to bringing it into conformity with the Forest Code of the Russian Federation, as well as a lessee under a lease agreement for a forest area or under a lease agreement for a forest plot, if the state cadastral registration of such plots has not been carried out, he is not entitled to make lease rights as a contribution to the authorized capital of business partnerships and companies.

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Collection of legislation of the Russian Federation. 2001. N 44. Art. 4148.

Collection of legislation of the Russian Federation. 2006. N 50. Art. 5279.

5. The monetary assessment of the contribution of a member of a business entity is subject to independent peer review in cases provided for by law, in accordance with Federal Law of July 29, 1998 N 135-FZ "On appraisal activities in the Russian Federation" (hereinafter - the Law on appraisal activities). Such an assessment is envisaged both during the creation of a business company again and during reorganization, in the course of privatization.

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Collection of legislation of the Russian Federation. 1998. N 31. Art. 3813.

Carrying out a monetary valuation is provided, in particular, paragraph 3 of Art. 34, art. 77 of the Law on Joint Stock Companies, Art. 12 of the Law on the Privatization of State Property, paragraph 2 of Art. 15 of the Law on Limited Liability Companies. According to the latter, if the nominal value or increase in the nominal value of the share of a company participant in the charter capital of the company, paid for with non-monetary funds, is more than 20 thousand rubles, in order to determine the value of this property, an independent appraiser should be involved, provided that otherwise is not provided for by federal law ... Article 8 of the Law on Appraisal Activity requires an appraisal of objects belonging to the Russian Federation, constituent entities of the Federation or municipalities, when they are made as a contribution to the authorized capital, funds of legal entities.

According to paragraph 3 of Art. 34 of the Law on Joint Stock Companies when paying for shares with non-monetary funds, an independent appraiser must be involved to determine the market value of such property, unless otherwise provided by law. The value of the monetary appraisal of the property made by the founders of the company and the board of directors (supervisory board) cannot be higher than the value of the appraisal carried out by an independent appraiser.

At the same time, clause 3 of the information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated May 30, 2005 N 92 "On consideration by arbitration courts of cases challenging the appraisal of property made by an independent appraiser" explains that if, in accordance with the law or other normative act for the parties to the transaction, state body, official, governing bodies of a legal entity provide for the obligatory value of the value of the appraisal object specified by an independent appraiser (including when it is established by law or other regulatory enactment that the object cannot be appraised below or above the value named in the report of an independent appraiser), then in the event of a transaction (the issuance of an act by a state body, a decision by an official or a governing body of a legal entity) at a price that does not correspond to the value given in the report of an independent appraiser, such a transaction and an act of a state body must be recognized by the court as invalid, the decision of the official is illegal, the decision of the body of the legal entity - not legally binding. If a law or other normative act establishes only the obligatory involvement of an independent appraiser (obligatory conduct of an independent appraiser of an object's appraisal), the failure to engage an independent appraiser in itself is not a reason for the court to declare a transaction and an act of a state body invalid for reasons of violation of the requirements of the law, the decision of an official is illegal , decisions of the body of a legal entity are not legally binding.

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Bulletin of the Supreme Arbitration Court of the Russian Federation. 2005. N 7.

When creating a business company by budgetary institutions in accordance with the Federal Law "On Amendments to Certain Legislative Acts of the Russian Federation on the Creation of Business Companies by Budgetary Scientific and Educational Institutions for the Purpose of Practical Application (Implementation) of the Results of Intellectual Activity" into the authorized capital of a business company under a license agreement, approved by the decision of the general meeting of founders (participants) of the business company, adopted by all founders (participants) of the business company unanimously. If the nominal value (increase in the nominal value) of the share or shares of a member of the economic company in the authorized capital of the economic company, paid for by such a contribution, is more than 500 thousand rubles, such a contribution must be assessed by an independent appraiser.

Chapter 1. General Provisions

Article 1. Relations governed by this Federal Law

This Federal Law determines, in accordance with the Civil Code of the Russian Federation, the legal status of an economic partnership, the rights and obligations of its participants, the procedure for its creation, reorganization and liquidation.

Article 2. Basic provisions on economic partnerships

1. A business partnership (hereinafter referred to as a partnership) is a commercial organization created by two or more persons, in the management of which in accordance with this
By federal law, participants in the partnership, as well as other persons, take part within the limits and to the extent that are provided for by the partnership management agreement.

2. The participants in the partnership are not liable for the obligations of the partnership and bear the risk of losses associated with the activities of the partnership, within the amount of their contributions.

3. A partnership may have civil rights and bear civil obligations necessary to carry out any activities not prohibited by federal laws, if this does not contradict the subject matter and objectives of the activity, specifically limited by the partnership charter and partnership management agreement.

4. The partnership is not entitled to issue bonds and other equity securities.

6. The partnership is considered to be created as a legal entity from the moment of its state registration in accordance with the procedure established by Federal Law No. 129-FZ of August 8, 2001 "On State Registration of Legal Entities and Individual Entrepreneurs".

7. A partnership cannot be a founder (participant) of other legal entities, with the exception of unions and associations.

8. The firm name of the partnership must contain its name and the words "economic partnership".

9. The Government of the Russian Federation may establish standards for the sufficiency of own funds of partnerships carrying out certain types of activities.

Article 3. Liability of the partnership

1. The partnership is responsible for its obligations with all property belonging to it.

2. The partnership is not responsible for the obligations of its members.

3. Partnership agreements with creditors - business entities may contain conditions for the full or partial termination of the partnership's obligations to such creditors upon the occurrence of the conditions specified in the agreement from which the corresponding obligations arose.

4. If, in the event that the partnership lacks or lacks property to meet the partnership's obligations, it will be necessary to levy execution on the exclusive rights to the results of intellectual activity belonging to the partnership, the partnership's obligations to its creditors can be fully or partially fulfilled on behalf of the partnership by one participant in the partnership, several participants in the partnership or by all participants in the partnership. To fulfill the obligations of the partnership to its creditors specified in this part, one participant in the partnership or several of the participants in the partnership requires the consent of all participants in the partnership, and in the cases provided for by the partnership management agreement, also the consent of other persons. The participants in the partnership notify in writing the creditor of the partnership of their intention to fulfill, on behalf of the partnership, its obligations to such a creditor no later than three days before the due date for the fulfillment of the corresponding partnership obligation. The lender of the partnership does not have the right to refuse to fulfill the partnership's obligations by the partner in the partnership, the partners in the partnership in accordance with the rules established by this part. The procedure and conditions for the fulfillment by the partners of the partnership of the partnership obligations are determined by agreement between the creditor and the partner in the partnership performing these obligations on behalf of the partnership. Either of the parties has the right to refer the disagreements that have arisen in the absence of such an agreement to the court. In this case, the procedure and conditions for the fulfillment by the partners of the partnership of the partnership obligations are determined in accordance with the court decision. Until the entry into force of the court decision on the determination of the procedure and conditions for the fulfillment of the partnership obligations by the partners of the partnership, no collection is applied to the exclusive rights to the results of intellectual activity belonging to the partnership. In case of delay or evasion of the creditor from accepting the execution established by agreement or by a court decision, if it is expressed in the payment of a sum of money or in the transfer of securities, the participants in the partnership performing the execution are entitled to fulfill the obligation by depositing the debt. The participants in the partnership who have fulfilled the obligations of the partnership in accordance with this article have the right of recourse to the partnership in the amount of the satisfied claim. In the event of liquidation of a partnership, including in the event of bankruptcy, the person or persons who performed the obligations specified in this part on behalf of the partnership shall have a preferential right over other partners in the partnership to obtain exclusive rights to the results of intellectual activity at the expense of the partnership property remaining after the satisfaction of the claims his creditors.

Article 4. Participants of the partnership

1. Participants in the partnership can be citizens and (or) legal entities. Federal law may prohibit or restrict the participation of certain categories of citizens or legal entities in partnerships.

2. A partnership cannot be established by one person. The partnership cannot subsequently become a partnership with one participant. If the number of participants in the partnership decreases to one participant, the partnership is subject to reorganization in accordance with this Federal Law or liquidation in court at the request of interested parties, or the body that carries out state registration of legal entities, or other state bodies to which the right to present such a requirement has been granted by the federal law.

3. The number of participants in the partnership should not be more than fifty. If the number of participants in the partnership exceeds the limit established by this part, the partnership must be transformed into a joint stock company within a year. If within the specified period the partnership is not transformed and the number of partners in the partnership does not decrease to the limit established by this part, it is subject to liquidation in court at the request of interested parties, or the body that carries out state registration of legal entities, or other state bodies to whom the right to present such a requirement is provided by federal law.

Article 5. Rights and obligations of the participants of the partnership

1. The participants in the partnership have the right to:

1) participate in the management of the partnership in the manner prescribed by this Federal Law, the partnership charter and the partnership management agreement;
2) receive information about the activities of the partnership and get acquainted with its accounting statements and other documentation in accordance with the procedure established by this Federal Law and the partnership management agreement;
3) sell or otherwise alienate his share in the pooled capital of the partnership (unless otherwise provided by the partnership management agreement) to the partnership, to one participant in the partnership or several participants in the partnership, or to another person in accordance with the procedure established by this Federal Law or otherwise established by the agreement about partnership management, order;
4) in the event of the liquidation of the partnership, receive a part of the property remaining after settlements with creditors, or its value in the manner prescribed by this Federal Law and the partnership management agreement;
5) withdraw from the partnership, declaring its refusal to participate in the partnership, if such an opportunity is provided for by the partnership management agreement, or require the partnership, the partnership participants or other persons to acquire their share in the pooled capital of the partnership in cases stipulated by the partnership management agreement.

2. The participants in the partnership are obliged to:

1) make contributions to the partnership's pooled capital in the manner, in the amount and within the time frame provided for by the partnership management agreement;
2) not to disclose confidential information about the activities of the partnership.

3. The participants of the partnership shall manage the activities of the partnership in proportion to their shares in the contributed capital of the partnership, unless otherwise provided by this Federal Law and (or) the partnership management agreement. The elimination of all participants in the partnership from participating in the management of the partnership is not allowed.

4. Each participant of the partnership has the right to get acquainted with all the documentation of the partnership. Waiver of this right or its limitation, including under the partnership management agreement, is void.

Article 6. Partnership Management Agreement

1. In addition to the rights and obligations provided for by this Federal Law, other rights and obligations of the participants in the partnership, as well as the rights and obligations of persons who are not participants in the partnership, the procedure and terms for the exercise of rights and fulfillment of obligations are governed by the partnership management agreement, which is concluded when the partnership is established. in accordance with Article 8 of this Federal Law. The partnership management agreement may contain any conditions that do not contradict this Federal Law and other legislative acts of the Russian Federation on partnership management, activities, reorganization and liquidation of the partnership, unless, in accordance with this Federal Law, such provisions should be contained in the partnership charter.

2. The partnership can be a party to the partnership management agreement if it is provided for by the partnership charter. All participants in the partnership must be parties to the management agreement of the partnership, and may also be persons who are not members of the partnership. The partnership management agreement is in writing. The partnership management agreement and any changes made to it are subject to mandatory notarization and storage with a notary at the location of the partnership and come into force for the parties to the partnership management agreement and third parties from the moment of such certification. The partnership management agreement and any changes made to it are not subject to state registration, and information about it and the provisions contained therein is not entered into the unified state register of legal entities. Changing the terms of the partnership management agreement, with the exception of the cases provided for by this Federal Law, is allowed by the general agreement of the parties to the agreement, and if such agreement has not been reached, by a court decision. On issues related to changes in the terms of the partnership management agreement, including when the terms of the partnership management agreement are changed in connection with the admission of new participants to the partnership, each party to the agreement has one vote, regardless of the size of its share in the contributed capital of the partnership and the conditions partnership management agreements that define the participant's rights to participate in the management of the partnership. Alienation of the rights of a participant in the partnership related to changes in the terms of the partnership management agreement is not allowed.

3. The rights and obligations acquired by a certain partner in the partnership in accordance with the partnership management agreement, in the event of a transfer of his share in the pooled capital of the partnership, are transferred to the acquirer of the share in the manner and in the amount established by the corresponding agreement of the partners of the partnership and the acquirer of the share, which is an integral part partnership management agreements.

4. In relations with third parties, the partnership, partners in the partnership and other parties to the partnership management agreement may not refer to the provisions of the partnership management agreement, unless they prove that the third party knew or should have known about the content at the time of the transaction this agreement.

5. The sole executive body of the partnership, in accordance with the procedure established by this Federal Law, provides creditors and other persons who enter into civil relations with the partnership, information on the content of the partnership management agreement, including the nature and volume of those arising from such an agreement own powers and powers of other management bodies of the partnership to perform and (or) approve certain actions or transactions.

6. The partnership management agreement concluded in accordance with this Federal Law contains:

1) information about the subject of the partnership;
2) conditions on the size, composition, timing and procedure for making contributions to the contributed capital by the partners of the partnership, the procedure for changing the shares of the partners in the partnership in the contributed capital of the partnership;
3) the terms of liability of the partners of the partnership for violation of the obligations to make contributions to the pooled capital of the partnership;
4) the conditions for ensuring the confidentiality of information on the conditions of participation of the participants in the partnership and other persons in the partnership, on the content of its activities, as well as responsibility for violation of confidentiality;
5) the procedure for resolving possible disputes between the parties to the partnership management agreement.

7. The partnership management agreement concluded in accordance with this Federal Law may, inter alia, provide for:

1) the rights of the partners of the partnership to participate in the management of the partnership, disproportionate to the size of their shares in the pooled capital, in the management of the partnership, including the right to veto on certain issues, as well as the right to disproportionate participation in the distribution of profits, in covering the costs and various costs associated with the activities of the partnership;
2) restrictions on the rights to freely alienate a share in the pooled capital, including cases of single or repeated application or non-application of the right of pre-emptive purchase;
3) conditions on the procedure for withdrawing from the partnership or the entry into it of new participants in the partnership, as well as provisions on the special rights of the participants in the partnership when leaving the partnership, depending on the occurrence or non-occurrence of certain conditions;
4) the procedure, terms and conditions for involving other legal entities and individuals in the partnership;
5) obligations limiting, during the period specified by the partnership management agreement, the rights of the partners of the partnership or other persons to financial, personal labor or other participation in the activities of other legal entities or individual entrepreneurs carrying out activities corresponding to the subject of the partnership, as well as measures of responsibility for violation such obligations;
6) the cases, procedure and conditions for the acquisition by the partnership of shares owned by its participants in the contributed capital of the partnership;
7) the procedure and conditions for the implementation by the partners of the partnership of their rights and the performance of their duties, including those related to participation in the management of the partnership, the disposal of shares in the partnership, including the rights of the partners of the partnership to demand that other partners in the partnership sell their shares in the partnership to predetermined partners in the partnership or third parties persons;
8) the cases, procedure and conditions of redemption (including compulsory) of the share owned by the partner in the partnership in the contributed capital of the partnership by other partners of the partnership;
9) the terms and conditions under which the partnership is reorganized or liquidated in the manner prescribed by this Federal Law, as well as the conditions for the distribution of the contributed capital of the partnership between its participants upon termination of the partnership after the creditors' claims have been satisfied;
10) the procedure for the formation of partnership management bodies, the creation of which is not mandatory in accordance with this Federal Law (partnership board of directors, partnership supervisory board, partnership board, partnership directorate, partnership committee, partnership presidium and others), competence, procedure for implementation and termination of activities of such management bodies, including the procedure for the emergence, procedure for implementation and the procedure for terminating the powers of their members, the procedure for preparing, convening and holding regular and (or) extraordinary meetings of such management bodies, the procedure for making decisions, including by absentee voting (by poll) , the procedure for appealing against decisions of such bodies;
11) the amount of remuneration and (or) the amount of compensation for the expenses of the members of the management bodies of the partnership during the period of their duties;
12) formation of an audit commission or election of an auditor of the partnership;
13) the cases and procedure for the alienation by the partnership of its share in the pooled capital;
14) the cases and procedure for the acquisition by the partnership of the share of the partner in the partnership at its request.

8. An agreement on the management of a partnership may provide for methods of ensuring the fulfillment of obligations arising from such an agreement and measures of civil liability, including compensation for losses caused by violation of such an agreement, collection of a forfeit (fine, penalties), payment of compensation (a firm sum of money or the amount to be determined in the manner specified in the partnership management agreement) or the application of other measures of liability in connection with the violation of such an agreement.

9. Regardless of the application of civil liability measures, violation of the terms of the partnership management agreement:

1) does not exclude the right of a party to demand compulsion to the execution of the partnership management agreement by the offending party in a judicial or other manner provided for by the partnership management agreement;
2) may be the basis for the recognition of the decisions of the management bodies of the partnership in court in the cases stipulated by the agreement on the management of the partnership;
3) may be the basis for a court to recognize by a claim of an interested party an agreement on the management of a partnership as invalid transactions made by a partnership or a party to an agreement on managing a partnership in violation of such an agreement, only in cases where it is proved that the other party to the agreement knew or should have known the limitations of the partnership management agreement.

Article 7. Exclusion of a participant in a partnership from a partnership

1. In the event that a partnership participant violates his obligations imposed on him by this Federal Law or the partnership management agreement, or by his actions (inaction) makes the partnership impossible or significantly complicates it, the partnership participants have the right to demand the exclusion of such a partnership participant from the partnership in judicial procedure.

2. The exclusion of any of the partners from the partnership out of court is allowed by the unanimous decision of the rest of the partnership only if the partner of the partnership does not fulfill, within the prescribed period, the obligation to make an initial or subsequent contribution to the pooled capital (part of the contribution). The decision to exclude from the partnership may be appealed against by the excluded participant in the partnership in court.

3. The exclusion of a partnership participant from the partnership on grounds not provided for by this Federal Law is not allowed.

Chapter 2. Establishing a partnership

Article 8. Procedure for establishing a partnership

1. The establishment of a partnership is carried out by decision of its founders. The creation of a partnership by reorganizing an existing legal entity is not permitted. The decision to establish a partnership is made by the meeting of the founders of the partnership.

2. The decision on the establishment of a partnership shall reflect the results of voting of the founders of the partnership and their decisions on the establishment of a partnership, the conclusion of an agreement on the management of the partnership, the election of management bodies of the partnership, if the formation of such bodies is stipulated by the agreement on the management of the partnership or is mandatory in accordance with this Federal law.

3. When establishing a partnership, the founders of the partnership approve the auditor of the partnership.

4. The auditor of the partnership is approved by an audit organization or an individual auditor in accordance with Federal Law No. 307-FZ dated December 30, 2008 "On Auditing Activities".

5. The election of the governing bodies of the partnership and the approval of the auditor of the partnership are carried out by the unanimous decision of all founders of the partnership.

6. The specifics of establishing a partnership with the participation of foreign legal entities, as well as foreign organizations that are not legal entities under foreign law, may be provided for by federal law.

Article 9. Articles of Association

1. The charter of the partnership is the founding document of the partnership. The partnership charter is signed by all founders of the partnership.

2. The charter of the partnership must contain:

1) full company name of the partnership;
2) information about the goals and activities of the partnership;
3) information about the location of the partnership;
4) information about overall size and the composition of the contributed capital of the partnership;
5) information on the procedure for storing partnership documents, license number and location of the notary at the location of the partnership, at which the partnership management agreement is certified and subject to storage;
6) information on the presence or absence of an agreement on the management of the partnership in the partnership and on participation or non-participation in the agreement on the management of the partnership itself;
7) the procedure and term for the election of the sole executive body of the partnership, the procedure for its activities and its decision-making.

3. At the request of the participant of the partnership, the auditor of the partnership or any interested person, the partnership is obliged to provide them, within a reasonable time, with the opportunity to familiarize themselves with the charter of the partnership, including its amendments. The partnership, at the request of the partnership participant, is obliged to provide him with a copy of the current partnership charter and partnership management agreement. The fees charged by the partnership to provide copies cannot exceed the cost of making them.

4. Changes are made to the charter of the partnership by unanimous decision of the participants in the partnership. Changes made to the charter of the partnership are subject to state registration in accordance with the procedure established by Federal Law No. 129 FZ of August 8, 2001 "On State Registration of Legal Entities and Individual Entrepreneurs". Changes made to the charter of the partnership become effective for third parties from the moment of their state registration.

Chapter 3. Share capital of partnership

Article 10. Share capital of the partnership.

Shares in the contributed capital of the partnership

1. Each participant in the partnership is obliged to contribute to the pooled capital of the partnership. The release of a partner in the partnership from the obligation to make a contribution to the contributed capital of the partnership is not allowed.

1) if the partnership participant fails to fulfill the obligation to initially make a contribution (part of the contribution) to the joint capital of the partnership, provided that the partnership management agreement provides for its successive contribution, such a partnership participant is obliged to pay interest calculated on the amount owed based on the current refinancing rate of the Central Bank The Russian Federation, as well as a penalty in the amount of ten percent per annum from the unpaid part of the deposit for each day of delay;
2) if a partner in the partnership fails to fulfill the obligation to subsequently make a part of the contribution to the contributed capital of the partnership, if the partnership management agreement provides for its successive contribution, a part of the share of such a member of the partnership in the contributed capital of the partnership corresponding to the unpaid part of the contribution is transferred to other members of the partnership in proportion to the size, or the value of their shares in the contributed capital of the partnership with the transfer to them in the corresponding shares of the obligation to make the appropriate contribution.

3. Failure to fulfill the obligation to initially or subsequently make a contribution (part of the contribution) to the partnership's pooled capital, if the partnership management agreement provides for its successive contribution, may be grounds for excluding the partnership participant from the partnership in accordance with Article 7 of this Federal Law.

4. The contribution to the joint capital of the partnership can be made in money, other things or property rights, or other rights that have a monetary value. Securities, with the exception of bonds of business entities determined by the authorized executive body in the field of financial markets, cannot contribute to the partnership's pooled capital. Unless otherwise provided by the partnership management agreement, the monetary value of property and other objects civil rights, made as a contribution to the pooled capital of the partnership, is approved by a unanimous decision of all participants in the partnership. If no agreement is reached on the monetary valuation of property and other objects of civil rights contributed as a contribution to the partnership's pooled capital, or on the approval of the appraiser, the contribution to the partnership's pooled capital is made in cash. The partnership management agreement may establish the types of property and other objects of civil rights that cannot be contributed as a contribution to the partnership's pooled capital.

5. The partnership maintains a register of partners in the partnership, indicating information about each partner in the partnership, the amount of its share in the partnership's pooled capital and its contribution, the size of the shares owned by the partnership, the dates of their transition to partnership or acquisition by the partnership. Information on the composition of the partners in the partnership is entered into the unified state register of legal entities in accordance with Federal Law No. 129-FZ of August 8, 2001 "On State Registration of Legal Entities and Individual Entrepreneurs". Information about the shares in the joint capital of the partnership owned by the partners of the partnership, including their size and value, are not included in the unified state register of legal entities.

Article 11. Change in the composition of the partnership participants and the withdrawal of the partnership participant from the partnership

1. Admission to the partnership of new members of the partnership is carried out by the unanimous decision of all members of the partnership. The partnership management agreement may provide for a limitation of the total number of partners in the partnership within the limits provided for by Part 3 of Article 4 of this Federal Law.

2. Unless otherwise provided by the partnership management agreement:

1) refusal to participate in the partnership, provided that the possibility of withdrawing from the partnership by such refusal is provided for by the partnership management agreement, must be declared by the participant in the partnership at least three months before the actual withdrawal from the partnership;
2) the rights to use property (with the exception of monetary funds) or exclusive rights transferred by the partner of the partnership as a contribution to the pooled capital of the partnership, in the event of withdrawal or exclusion of such a participant in the partnership from the partnership, remain in the use of the partnership for the period for which these rights were transferred ;
3) if a partnership participant left the partnership without transferring rights and obligations by way of succession and without alienating his share to the partnership, other partnership participants or a third party, the shares of the remaining partnership participants in the partnership's pooled capital increase in proportion to their shares in the partnership's pooled capital.

3. The withdrawal of the participants of the partnership from the partnership, as a result of which not a single participant of the partnership remains in the partnership, is not allowed.

4. The withdrawal of the participant of the partnership from the partnership does not relieve him of the obligation to the partnership to make a contribution to the contributed capital of the partnership, which arose before the application for withdrawal from the partnership was submitted. The share of a participant in the partnership who left the partnership by refusing to participate in the partnership goes to the partnership. The partnership pays to the retired partner of the partnership the actual value of the share of this partner in the contributed capital of the partnership, determined on the basis of the accounting data as of the last reporting date preceding the filing of the application for withdrawal from the partnership.

6. The share of the participant of the partnership excluded from the partnership goes to the partnership. The partnership pays to the excluded partner of the partnership the actual value of the share of this partner in the contributed capital, determined on the basis of the accounting statements as of the last reporting date preceding the date of entry into force of the court decision to exclude the partner from the partnership or the date of the decision to exclude the partner from the partnership from out of court partnerships.

7. In cases of withdrawal from the partnership, exclusion from the partnership or death of any of the partners in the partnership, recognition of one of them as missing, incapacitated or partially incapacitated or insolvent (bankrupt), opening of reorganization procedures against one of the partners of the partnership by a court decision, liquidation of a legal entity participating in the partnership or a creditor of one of the partners in the partnership to recover the share in the contributed capital owned by such a participant, the partnership continues its activities, unless otherwise provided by the partnership management agreement.

8. The agreement on the management of the partnership may provide for a different procedure for obtaining the consent of the participants in the partnership to transfer the share in the joint capital of the partnership to third parties, depending on the grounds for such a transfer or on other circumstances.

9. Prior to the acceptance of the inheritance by the heir of the deceased partner in the partnership, the management of his share in the contributed capital of the partnership shall be carried out in accordance with the procedure established by the Civil Code of the Russian Federation.

Article 12. Transfer of the partnership participant's share in the partnership's pooled capital

1) a partner in the partnership has the right to transfer its share in the contributed capital of the partnership by selling it or otherwise alienating it to another member of the partnership, partnership or a third party;
2) when a share in the pooled capital of the partnership is transferred to another person, this person is transferred in full or in the relevant part of the rights and obligations of the partner who transferred the share, including the rights and obligations acquired by this partner in the partnership in accordance with the partnership management agreement, the terms of which are accepted by the acquirer of the share by joining the partnership management agreement as a whole;
3) the participants in the partnership and partnership enjoy the preferential right over third parties to purchase a share in the pooled capital of the partnership in accordance with the procedure established by Article 15 of this Federal Law.

2. The transfer of the entire share in the contributed capital of the partnership by the partner to another person (including in the event of a forced redemption of the entire share in the cases, in the manner and on the conditions provided for by the partnership management agreement) terminates his participation in the partnership.

3. A transaction aimed at alienating a share in the pooled capital of a partnership, including one involving an obligation to complete a transaction aimed at alienating a share in the pooled capital of a partnership in the event of certain circumstances or the other party fulfilling a counter obligation, must be made in notarial form. Failure to comply with the notarial form of this transaction entails its invalidity. The partnership, no later than the next business day after the transaction, must be notified in writing of the transaction aimed at alienating the share in the partnership's pooled capital, with the presentation of evidence of the transaction. The acquirer of a share in the pooled capital of the partnership exercises the rights and fulfills the duties of a participant in the partnership from the moment of such notification.

4. If a partnership participant who has entered into an agreement establishing an obligation to complete (including when certain circumstances arise or the other party fulfills a counter obligation) a transaction aimed at alienating a share in the joint capital of the partnership, the acquirer of the share has the right to demand in court the transfer to him of the share in the contributed capital of the partnership.

5. The authority of the person alienating a share in the contributed capital of the partnership to dispose of it is confirmed by a notarized partnership management agreement, as well as extracts from the unified state register of legal entities and the register of partners in the partnership, containing information about the person's ownership of a share in the contributed capital of the partnership and about it. size.

Article 13. Levy of execution on the share of a partner in the partnership in the contributed capital of the partnership

1. Levy of execution on the share of the partner in the partnership in the contributed capital of the partnership for the own debts of the partner in the partnership is allowed only on the basis of a court decision if there is a lack of his other property to cover the debts. The creditors of such a participant in the partnership shall not have the right to demand from the partnership the allocation of a part of the partnership property corresponding to the debtor's share in the contributed capital of the partnership in order to levy execution on this property.

2. In the event that a claim is levied on the partnership participant's share in the partnership's pooled capital for the partnership participant's debts, the partnership or other persons, if provided for by the partnership management agreement, have the right to pay creditors the actual value of the partnership participant's share. By general agreement of the partners in the partnership, the actual value of the share of the partner in the partnership whose property is being foreclosed can be paid to creditors by the rest of the partners in proportion to their shares in the contributed capital of the partnership, unless otherwise provided by the partnership management agreement.

3. The actual value of the partnership participant's share in the partnership's pooled capital is determined on the basis of the partnership's financial statements for the last reporting period preceding the date of the claim to the partnership to recover the partnership's share of its debts.

4. In the event that, within three months from the date of the presentation of the claim by the creditors, the partnership, its participants or other persons do not pay the actual value of the entire share of the partner in the partnership, which is being levied, the levy on the share of the partner in the partnership is carried out by selling it at a public auction.

Article 14. Reserve fund and other partnership funds

The partnership may create a reserve fund and other funds in the manner and in the amount provided for by the partnership management agreement, and with the definition in the said agreement of the purposes for spending the funds of such funds.

Article 15. The preemptive right to purchase a share in the contributed capital of the partnership by the participants in the partnership and the partnership

1. Unless otherwise provided by the partnership management agreement:

1) the partners of the partnership enjoy the pre-emptive right to purchase the share of the partner in the partnership at the price of the offer to a third party or at a price different from the offer price to a third party and a price predetermined by the partnership management agreement (hereinafter - the predetermined price) in proportion to the size of their shares in the contributed capital of the partnership;
2) the partnership enjoys the preemptive right to purchase the share of the partner in the partnership at the price of the offer to a third party or at the price predetermined by the partnership management agreement, if the other members of the partnership have not used their preemptive right to purchase the share of the partner in the partnership.

2. The assignment of the pre-emptive rights to purchase a share in the contributed capital of the partnership specified in Part 1 of this Article, if they are established by the partnership management agreement, is not allowed.

3. The price of the share in the contributed capital of the partnership can be set by the partnership management agreement as a lump sum or based on the partnership's net asset value. The net asset value of the partnership is determined based on data accounting in the manner established by the federal executive body authorized by the Government of the Russian Federation. The predetermined purchase price of a share in the contributed capital of the partnership may be different for different persons.

4. Provisions establishing the preemptive right to purchase a share in the pooled capital of a partnership by the participants in the partnership or partnership at a predetermined price, including changing the size of such a price or the procedure for determining it, may be provided for by the partnership management agreement.

5. The agreement on the management of the partnership may provide for the possibility of the participants in the partnership or partnership to use the pre-emptive right to purchase not the entire share in the pooled capital of the partnership offered for sale. The remaining share in the pooled capital of the partnership can be sold to a third party after the said right is exercised by the partnership or its participants at a price and on terms established by the partnership management agreement.

6. Unless otherwise established by the partnership management agreement:

1) a partnership participant intending to sell his share in the pooled capital of the partnership to a third party is obliged to notify the rest of the partnership participants and the partnership itself about this in writing by sending through the partnership at his own expense an offer addressed to these persons and containing an indication of the price and other terms of sale;
2) an offer to sell a share in the contributed capital of the partnership is deemed to have been received by all participants in the partnership on the day it is received by the partnership. At the same time, it can be accepted by a person who is a participant in the partnership on the day of acceptance, as well as a partnership;
3) the offer is considered not received if, within a period not later than the day of its receipt by the partnership, the partnership received a notice of its withdrawal. The revocation of an offer to sell a share in the pooled capital of a partnership after it has been received by the partnership is allowed only with the consent of all participants in the partnership;
4) the partnership, within five days from the date of receipt of the offer for the sale of a share in the pooled capital of the partnership, is obliged to send this offer to all participants in the partnership;
5) the partners of the partnership have the right to use the pre-emptive right to purchase a share in the contributed capital of the partnership within thirty days from the date the partnership receives an offer to sell a share in the contributed capital of the partnership;
6) the partnership has the right to use the preemptive right to purchase a share in the contributed capital of the partnership within thirty days after the expiration of the term for using the preemptive right to purchase a share by the partners in the partnership;
7) upon failure individual participants partnerships from the use of the preemptive right to purchase a share in the contributed capital of the partnership or their use of the preemptive right to purchase not the entire share offered for sale, other partners of the partnership can exercise the preemptive right to purchase a share in the contributed capital of the partnership in the corresponding part in proportion to the size of their shares within the remaining part of the period of sale by them preemptive right to purchase such a share;
8) the preemptive right to purchase a share in the pooled capital of a partnership from a partnership participant and from a partnership terminates on the day of submission of a written statement of refusal to use this preemptive right or upon expiration of the term for using this preemptive right;
9) statements of the partners of the partnership to refuse to use the preemptive right to purchase a share in the pooled capital of the partnership must be received by the partnership before the expiration of the term for exercising this preemptive right;
10) a statement of the partnership on the refusal to use the preemptive right to purchase a share in the pooled capital of the partnership is submitted before the expiration of the period for exercising this preemptive right to the partnership participant who sent an offer to sell such a share by the sole executive body of the partnership;
11) if, within thirty days from the date of receipt by the partnership of an offer to sell a share in the pooled capital of the partnership, the participants in the partnership or partnership do not use the preemptive right to purchase a share in the pooled capital of the partnership offered for sale, including the share resulting from the use of the preemptive right to purchase not the entire share or refusal of individual participants in the partnership and partnership from the preemptive right to purchase a share in the pooled capital of the partnership, the remaining share can be sold to a third party on the terms established by the partnership management agreement;
12) upon the sale of a share in the pooled capital of a partnership at a public auction, the rights and obligations of a partner in the partnership for such a share are transferred with the consent of the partners in the partnership.

7. The partnership management agreement may stipulate that the authenticity of the signature on the application of the participant of the partnership or partnership on refusal to use the preemptive right to purchase a share in the joint capital of the partnership must be notarized. In this case, the absence of such certification entails the invalidity of the corresponding statement.

8. When a share in the pooled capital of a partnership is sold in violation of the preemptive right to purchase a share in the pooled capital of the partnership, if such a right is established by the partnership management agreement, any participant in the partnership or participants in the partnership or partnership within three months from the day when the participant or participants in the partnership either the partnership learned or should have learned about this violation, has the right to demand in court the transfer of the rights and obligations of the buyer to them. The court considering the case on the specified claim provides other participants in the partnership and partnership with the opportunity to join the previously filed claim, for which, in the ruling on preparing the case for trial, it sets the time period during which other participants in the partnership and the partnership itself can join the stated claim. This period cannot be less than two months.
9. The provisions of this article shall apply accordingly when the partnership alienates its share in its pooled capital to third parties.

Article 16. Pledge of shares in the contributed capital of the partnership

1. Unless otherwise provided by the partnership management agreement, a partnership participant shall not be entitled to pledge his share in the partnership's pooled capital to another partnership participant or a third party.

2. If the partnership management agreement allows the partnership participant to transfer a share in the partnership's pooled capital as a pledge, such transfer is carried out with the general consent of all partnership participants, provided that the consent of a different number of partnership participants is not provided for in the partnership management agreement.

Article 17. Shares in the contributed capital of the partnership belonging to the partnership

1. The partnership has the right to acquire and dispose of shares in its pooled capital without any restrictions, provided that, as a result of such an acquisition or such alienation, the total number of participants in the partnership will be at least two persons. The acquisition by a partnership of shares in its contributed capital at the expense of the contributed capital is not allowed.

2. The partnership management agreement may establish restrictions on the acquisition and (or) alienation by the partnership of shares in its pooled capital, or a ban on the acquisition of these shares by the partnership.

3. The partnership management agreement may establish the partnership's obligation to alienate its share in the pooled capital. In this case, the partnership management agreement specifies an exhaustive list of cases of such alienation and the procedure for such alienation, taking into account the provisions of this Federal Law.

4. Shares in the partnership's pooled capital belonging to the partnership do not provide the partnership with rights related to participation in the management of the partnership and are not taken into account when distributing the partnership's profits and distributing the partnership's property in the event of its liquidation.

5. The partnership management agreement may provide for the partnership's right or obligation to acquire a partnership participant's share in the partnership's pooled capital at its request. In this case, the partnership management agreement specifies an exhaustive list of cases of such acquisition and the procedure for such acquisition, taking into account the provisions of this Federal Law. The alienation by the partnership of its share in the pooled capital to other partners of the partnership or to third parties shall be carried out with the application of the provisions of Article 15 of this Federal Law.

Chapter 4. Partnership Management

Article 18. Partnership bodies

1. The system, structure and powers of the partnership management bodies, the procedure for their implementation of activities and termination of activities shall be determined by the partnership management agreement, taking into account the provisions of this Federal Law.

2. The procedure for the formation of partnership management bodies shall be established by the partnership management agreement, unless, in accordance with this Federal Law, such procedure is established by the partnership charter.

3. In the partnership, the sole executive body of the partnership (general director, president and others) is formed, elected from among the participants in the partnership in the manner and for a period determined by the charter. If such a procedure and term is not determined by the charter, the sole executive body of the partnership is elected by unanimous decision of all participants in the partnership for the entire duration of the partnership. When establishing a partnership, the sole executive body of the partnership, which is a permanent executive body of the partnership, is elected by the decision of the founders of the partnership. The functioning of the partnership without the sole executive body of the partnership elected in accordance with the established procedure is not allowed. Information about the sole executive body of the partnership and about its changes shall be entered into the unified state register of legal entities. Other partnership bodies, if their formation is provided for by the partnership management agreement, are not entitled to act on behalf of the partnership in its relations with third parties. The sole executive body of a partnership cannot be elected outside of its members. An individual acts as the sole executive body of the partnership.

4. The agreement between the partnership and the person performing the functions of the sole executive body of the partnership is signed on behalf of the partnership by the person authorized by the decision of the founders of the partnership when establishing the partnership, or by the person or management body of the partnership determined by the partnership management agreement.

5. A decision by a partnership management body made in violation of the requirements of this Federal Law, other legal acts of the Russian Federation, partnership charter, partnership management agreement and violating the rights and legitimate interests of a partnership participant may be declared invalid by a court upon application of a partnership participant.

6. An application by a participant in the partnership on recognizing the decision of the management body of the partnership as invalid may be filed with the court within three months from the day when the participant in the partnership learned or should have learned about the decision and (or) about the circumstances that are the grounds for recognizing it as invalid.

Article 19. Sole executive body of the partnership

1. Sole executive body of the partnership:

1) without a power of attorney acts on behalf of the partnership, including representing its interests and makes transactions on behalf of the partnership, participates on behalf of the partnership in the partnership management agreement;
2) issues powers of attorney for the right of representation on behalf of the partnership, including powers of attorney with the right of substitution;
3) issues orders on the appointment of employees of the partnership, on their transfer and dismissal, applies incentive measures and imposes disciplinary sanctions;
4) provides creditors and other persons who enter into civil law relations with a partnership, information about the content of the partnership management agreement, including the nature and scope of their own powers arising from such an agreement, to perform and (or) approve those or other actions or transactions, as well as the powers of other management bodies arising from such an agreement to approve certain actions or transactions;
5) maintains a register of partners in the partnership, indicating information about each member of the partnership, the amount of his share in the contributed capital of the partnership, his contribution, and the amount of shares owned by the partnership.

2. Providing creditors and other persons who enter into civil relations with a partnership, the information specified in paragraph 4 of part 1 of this article, may be carried out by issuing written consent by the sole executive body of the partnership to review the partnership management agreement stored at the location of the partnership with a notary, information about which is indicated in the charter of the partnership, with all changes. The signature of the sole executive body of the partnership on such consent must be certified by a notary. Failure to do so will result in the invalidity of the consent.

3. The sole executive body of the partnership is responsible for losses caused to the partnership, a participant in the partnership or third parties in connection with the provision of false or incomplete information on the content of the partnership management agreement through their own fault, including in terms of the limits and scope of their own powers or powers other bodies of partnership.

4. The procedure for the activities of the sole executive body of the partnership and its decision-making is established by the charter, as well as by the agreement concluded between the partnership and the person performing the functions of its sole executive body. The partnership management agreement may provide for the need for additional approval of decisions of the sole executive body of the partnership and the procedure for such approval.

Article 20. Audit of the financial statements of the partnership and checking the state of the current affairs of the partnership

1. To audit the financial statements of the partnership and to check the status of its current affairs, the partnership, in accordance with the legislation of the Russian Federation and in the manner prescribed by the decision to establish a partnership or the partnership management agreement, engages an audit organization or an individual auditor. An audit of the financial statements of the partnership and an audit of the current affairs of the partnership can also be carried out at the request of any member of the partnership. In the case of an audit or inspection at the request of a partner in the partnership, payment for the services of an audit organization or an individual auditor is carried out at the expense of the partner in the partnership, at the request of which this audit or this inspection is carried out. The expenses of a partner in the partnership for payment of audit and other services related to audit activities may be reimbursed to him by the unanimous decision of the partners of the partnership at the expense of the partnership.

2. Involvement of an audit organization or an individual auditor to audit the financial statements of the partnership is mandatory in cases stipulated by federal laws.

Article 21. Storage of partnership documents and provision of information by the partnership

1. The partnership is obliged to keep the following documents:

1) the charter, the decision to establish a partnership, the partnership management agreement, amendments made to them and registered or certified in the prescribed manner;
2) protocol (minutes) of decisions of the founders of the partnership, containing the decision to create a partnership, as well as other decisions related to the creation of a partnership;
3) documents confirming making contributions to the pooled capital of the partnership;
4) a document confirming the state registration of the partnership;
5) documents confirming the rights of the partnership to the property on its balance sheet;
6) internal documents of the partnership;
7) documents reflecting the decisions of the sole executive body of the partnership and confirming its powers;
8) regulations on branches and representative offices of the partnership;
9) minutes of meetings of the partnership management bodies, if the formation of these bodies is provided for by the partnership management agreement;
10) conclusions of the audit commission (auditor) of the partnership, audit reports;
11) register of partners in the partnership;
12) other documents provided for by federal laws and other regulatory legal acts of the Russian Federation, partnership management agreements, internal partnership documents, decisions of the sole executive body of the partnership, as well as decisions of other partnership management bodies, if they are created in partnership.

2. The partnership stores the documents provided for in part 1 of this article at the location of its sole executive body or in another place known and accessible to the partners of the partnership.

3. The partnership is obliged to provide the partners of the partnership with access to the judicial acts available to it on disputes related to the creation of a partnership, its management or participation in it, including to the rulings on the initiation of proceedings by the court in the case and acceptance of a statement of claim or an application for changing the basis, or the subject of a previously filed claim.

4. The partnership, at the request of the partnership participant, is obliged to provide him with access to the documents provided for in parts 1 and 3 of this article. Within three days from the date of submission of the corresponding request by the partner of the partnership, these documents must be provided by the partnership for review at the premises of the sole executive body of the partnership. The partnership, at the request of the partnership participant, is obliged to provide him with copies of these documents. The fees charged by the partnership to provide such copies cannot exceed the cost of making them.

Article 22. Responsibility of the members of the management bodies of the partnership, the sole executive body of the partnership

1. Members of the partnership's governing bodies, if the formation of such bodies is provided for by the partnership management agreement, the sole executive body of the partnership in exercising their rights and fulfilling their duties must act in the interests of the partnership in good faith and reasonably.

2. Members of the management bodies of the partnership, if the formation of such bodies is provided for by the partnership management agreement, the sole executive body of the partnership shall be liable to the partnership for losses caused to the partnership by their guilty actions (inaction), unless other grounds and amount of liability are established by the partnership management agreement, or federal laws.

3. When determining the grounds and amount of responsibility of the members of the management bodies of the partnership, if their formation is provided for by the partnership management agreement, as well as the grounds and amount of responsibility of the sole executive body of the partnership, the usual conditions of business turnover and other circumstances relevant to the case must be taken into account.

4. In the event that, in accordance with the provisions of this article, several persons bear responsibility, their responsibility before the partnership is joint and several.

5. The partnership or any participant in the partnership has the right to apply to the court with a claim for compensation for losses caused to the partnership by members of the partnership's management bodies or the sole executive body of the partnership.

Article 23. Maintaining the register of partners in the partnership

1. The partnership maintains a register of partners in the partnership, indicating information about each member of the partnership, the amount of his share in the contributed capital of the partnership and his contribution, and the amount of shares owned by the partnership. The partnership is obliged to ensure the maintenance and storage of the register of partners in the partnership in accordance with the requirements of this Federal Law from the moment of state registration of the partnership. At the request of any participant in the partnership, the partnership is obliged to provide such participant with an extract from the register of participants in the partnership.

2. The person performing the functions of the sole executive body of the partnership ensures that the information about the partners in the partnership, their shares in the contributed capital of the partnership and the shares owned by the partnership, are consistent with the information contained in the partnership management agreement.

3. Each participant of the partnership is obliged to inform the partnership in a timely manner about changes in information about his name or name, place of residence or location, as well as information about his shares in the contributed capital of the partnership. If the partner of the partnership does not provide such information, the partnership is not responsible for the losses caused in this connection.

4. The partnership and the partnership participants who have not notified the partnership about the change in the relevant information are not entitled to refer to the discrepancy between the information specified in the register of partnership participants and the information contained in the partnership management agreement in relations with third parties acting only with the information specified in the register participants in the partnership.

5. In the event of disputes over the discrepancy between the information specified in the register of partners in the partnership and the information contained in the partnership management agreement, the right to a share in the contributed capital of the partnership is established on the basis of the information contained in the partnership management agreement.

6. In the event of disputes over the inaccuracy of information about the ownership of the right to a share in the contributed capital of the partnership contained in the partnership management agreement, the right to such a share is established on the basis of a duly certified agreement or other confirming that the founder or partner of the partnership has the right to such a share of the document.

Chapter 5. Features of the reorganization and liquidation of the partnership

Article 24. Peculiarities of partnership reorganization

1. The partnership may be reorganized in the manner prescribed by this Federal Law. The reorganization of a partnership can only be carried out in the form of transformation into a joint stock company. A partnership is considered reorganized from the moment of state registration of a joint stock company created as a result of the reorganization of the partnership.

2. The state registration of a joint stock company, created as a result of the partnership reorganization, and the entry of an entry on the termination of the reorganized partnership, shall be carried out in accordance with the procedure established by federal laws.

3. Unless otherwise provided by the partnership management agreement, the decision to reorganize the partnership in the form of transformation shall be taken by all participants in the reorganized partnership unanimously.

4. The decision to reorganize the partnership must contain:

1) the name, information about the location of the joint stock company, created as a result of the reorganization of the partnership in the form of transformation;
2) the procedure and conditions for the transformation;
3) the procedure and conditions for exchanging the shares of the partners in the partnership in the joint-stock capital of the partnership for the shares of the joint-stock company;
4) a list of members of the auditing commission or an instruction on the auditor of the joint-stock company to be created;
5) a list of members of the collegial executive body of the joint-stock company to be created, if the charter of such a joint-stock company provides for the presence of a collegial executive body and its formation is attributed to the competence of the supreme governing body of such a joint-stock company;
6) an indication of the person performing the functions of the sole executive body of the joint-stock company to be created;
7) a list of members of another body (except for the general meeting of shareholders of a joint-stock company) of the joint-stock company to be created, if the charter of the joint-stock company to be created provides for the presence of another body and its formation is attributed to the competence of the supreme governing body of the joint-stock company to be created;
8) an indication of the approval of the deed of transfer with the attachment of such a deed of transfer;
9) an instruction on the approval of the charter of the joint-stock company to be created with the attachment of such a charter.

5. The decision to reorganize the partnership in the form of transformation may contain an indication of the auditor of the joint-stock company created as a result of the reorganization of the partnership in the form of transformation, other data on the persons specified in clauses 4-7 of part 4 of this article, other provisions on reorganization that do not contradict federal laws partnerships.

6. A decision on the reorganization of the partnership in the form of transformation may provide for a special procedure for the reorganization of the partnership to carry out certain transactions and (or) types of transactions or a ban on their execution for a certain period. A transaction made by a reorganized partnership or a joint stock company created as a result of reorganization, in violation of the specified special procedure or prohibition, may be invalidated at the suit of the reorganized partnership or a participant in the reorganized partnership, if it is proved that the other party to the transaction knew or should have known about such violation.

7. When a partnership is reorganized, all rights and obligations of the reorganized partnership are transferred to the joint-stock company created as a result of the reorganization.

8. The partnership, within three working days after the date of the decision on its reorganization, is obliged to inform in writing the body that carries out the state registration of legal entities about the beginning of the reorganization procedure. Based on this message, the body that carries out the state registration of legal entities makes an entry in the unified state register of legal entities that the partnership is in the process of reorganization.

9. The reorganized partnership, after making an entry in the unified state register of legal entities about the beginning of the reorganization procedure, posts a notice of its reorganization in accordance with Federal Law No. 129-FZ of August 8, 2001 "On State Registration of Legal Entities and Individual Entrepreneurs".

10. The creditor of the partnership in connection with the reorganization of the partnership has the right to demand early performance or termination of the corresponding obligation and compensation for losses within thirty days from the date of posting the notice of reorganization, unless such a right of claim is absent from the creditor, who is a business entity, in accordance with with the terms of the agreement concluded with the partnership. Creditors who, in accordance with the terms of the agreement concluded with the partnership, are not granted the right to demand early performance or termination of the corresponding obligation and compensation for losses in connection with the reorganization of the partnership, have the right to demand the fulfillment of the corresponding obligations in full from the joint stock company, which was formed as a result of the reorganization and to which all rights and obligations of the reorganized partnership are transferred.

Article 25. Peculiarities of liquidation of a partnership

1. The partnership may be liquidated voluntarily in the manner established by the Civil Code of the Russian Federation, taking into account the requirements of this Federal Law and the partnership management agreement.

2. The partnership may be liquidated by a court decision on the grounds provided for by the Civil Code of the Russian Federation and this Federal Law.

3. The partnership must be liquidated or transformed into a joint stock company if the only participant remains in the partnership. Such a participant in the partnership, within ten days from the moment when he became the only participant in the partnership, is obliged to transform this partnership into a joint-stock company or decide to liquidate the partnership. The partnership management agreement must provide for the procedure for the transformation or liquidation of the partnership in accordance with this Federal Law in the event that the only participant remains in the partnership. If within the specified period the partnership is not transformed or a decision is not made to liquidate the partnership, it is subject to liquidation in court on the basis of information provided by a notary at the location of the partnership at the request of interested parties, the body that carries out state registration of legal entities, or other state bodies or bodies of local self-government to which the right to present such a demand is granted by federal law.

4. Voluntary liquidation of a partnership and the appointment of a liquidation commission are carried out in the cases stipulated by the partnership management agreement and by decision of the partners of the partnership or the partnership body that are authorized to do so by the partnership management agreement. This decision is made in the manner prescribed by the partnership management agreement. From the moment of the appointment of the liquidation commission, all powers for managing the affairs of the partnership are transferred to it. The liquidation commission acts in court on behalf of the liquidated partnership.

5. The claims of the creditors of the partnership being liquidated, with whom, in accordance with Article 3 of this Federal Law, an agreement has been reached on the full or partial termination of the partnership's obligations upon the occurrence of the conditions specified in the agreement from which these obligations arose, are satisfied within the amount agreed by the parties.

6. The property of the partnership, remaining after the satisfaction of the creditors' claims, is transferred by the liquidation commission to the partners of the partnership in accordance with part 12 of this article.

7. If, at the time of the decision to liquidate the partnership, the partnership has no obligations to creditors, its property is distributed among the partners of the partnership after the expiration of the established period for the presentation of claims by creditors and the preparation of an interim liquidation balance sheet in accordance with part 12 of this article.

8. The interim liquidation balance sheet is approved by the partners of the partnership or the body that made the decision to liquidate the legal entity.

9. If the funds available to the liquidated partnership are insufficient to meet the claims of creditors (with the exception of creditors with whom, in accordance with Article 3 of this Federal Law, an agreement has been reached on the full or partial termination of the partnership's obligations upon the occurrence of the conditions specified in the agreement from which the data arose obligations), the liquidation commission sells other partnership property, including those included in the partnership's pooled capital, from a public auction in the manner prescribed for the execution of court decisions.

10. Payments to creditors of the partnership being liquidated are made by the liquidation commission in the order of priority established by the Civil Code of the Russian Federation, in accordance with the interim liquidation balance sheet.

11. After completion of settlements with creditors, the liquidation commission draws up a liquidation balance sheet, which is approved by the partners of the partnership or the body that made the decision to liquidate the legal entity.

12. The property remaining after the completion of settlements with creditors, other objects of civil rights of the partnership being liquidated shall be distributed by the liquidation commission among all partners of the partnership in proportion to their shares in the contributed capital of the partnership, unless a different procedure and (or) priority of the partnership participants are provided for by the partnership management agreement or this Federal law.

Article 26. Entry into force of this Federal Law

President of Russian Federation

Taking full property responsibility for the obligations of a legal entity, participants in a full partnership incur significant risks, and for the consequences of both their own actions in the conduct of the partnership, and the actions of other participants. Therefore, this form of legal entity is rarely used. However, the organizational and legal form of a full partnership makes it possible to extremely simplify the management structure of the organization, increases the attractiveness of a legal entity when entering into transactions related to credit, and also creates the organization's image of a "transparent" and conscientious company, which, of course, is a plus.

Limited partnership (limited partnership). It is created in order to limit the risks associated with participation in a business partnership, but preserve the benefits provided by this type of legal entity and attract additional financial resources.

In such a partnership, along with the participants who carry out entrepreneurial activities on its behalf and are responsible for the obligations of the partnership with all their property (general partners), there are one or more participants of a different kind - contributors (limited partners). The investor does not bear full property liability for the partnership's obligations, but he bears the risk of losses associated with the partnership's activities, within the amount of the contribution made. Investors also do not carry out entrepreneurial activities on behalf of the partnership (clause 1 of article 82 of the Civil Code). If the firm name of the limited partnership contains the name (name) of the investor, he becomes a full partner.

The founding agreement of a limited partnership is signed only by general partners. The amount of the contribution of each limited partner is not indicated in it, but the total amount of their contributions is determined. The change in the composition of the depositors does not change the content of the memorandum of association.

However, the participation of the investor in a limited partnership also receives legal registration - an agreement on making a contribution or another agreement on participation in the partnership is concluded with him; in addition, the partnership issues a certificate of participation to the depositor. This method of registration of participation in a partnership may, among other things, ensure the secrecy of the investor's participation in the partnership.

The legal status of general partners in a limited partnership, their powers to manage and conduct business in a limited partnership do not differ from the status and powers of the participants in a full partnership. As for the limited partner (investor), his rights are limited to the ability to receive part of the partnership's profit attributable to his share in the contributed capital, to get acquainted with the annual reports and balance sheets, to leave the partnership and receive his contribution, as well as to transfer his share in the contributed capital to another investor. or to a third party.

Investors may participate in the management of the partnership and the conduct of the affairs of the partnership, as well as challenge the actions of general partners in the management and conduct of the affairs of the partnership only by power of attorney. When leaving the partnership, the investor can receive not a share in the property of the partnership (as a full partner), but only the contribution made by him. However, in the event of the liquidation of the partnership, the investor has a pre-emptive right over the general partners to receive his contribution from the property of the partnership remaining after the creditors' claims have been satisfied; in addition, the depositor can participate in the distribution of the liquidation balance along with the general partners.

The rights of depositors can be expanded by the Memorandum of Association, but this should not lead to an actual change in the status of depositors as subjects not participating in the partnership's business and management. A limited partnership can exist only if it has at least one investor. Accordingly, when all the contributors leave the partnership, it is liquidated or transformed into a full partnership. In domestic practice, this form of a legal entity is not widely used.

Limited Liability Company and Additional Liability Company. Features of their legal status

The sole executive body acts on behalf of the company without a power of attorney, representing it in civil circulation, in labor relations. This body exercises powers that are not attributed to the competence of the general meeting (the board of directors and the collegial executive body, if their formation is provided for by the constituent documents of the company).

The legal basis for the activities of the sole executive body, in addition to the constituent documents of the company, may be internal documents of the company (local acts), as well as an agreement concluded between the company and the sole executive body. The right to exercise the powers of the sole executive body may be transferred - by decision of the general meeting of participants - to the manager (individual entrepreneur or commercial organization), the agreement with which is signed by the chairman of the general meeting or another person authorized by the participants.

An additional liability company is a commercial organization formed by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents, the participants of which jointly bear subsidiary liability for the company's obligations in an amount that is a multiple of the value of their contributions to the authorized capital (clause 1 of Art. 95 GK).

The total amount of responsibility of all participants is determined by the constituent documents as a multiple of the size of the authorized capital. Other rules stipulated by the legislation for limited liability companies also apply to additional liability companies. From this, it is sometimes concluded that a company with additional liability should not have been singled out in the Civil Code as an independent organizational and legal form, since, in essence, it is a kind of a limited liability company. In practice, this form of legal entity is used extremely rarely.

Joint Stock Companies

The organizational and legal form of a joint stock company is currently one of the most common; it is legally convenient and creates conditions for the unification and isolation of the property resources of the widest circle of people. This makes it possible to concentrate significant capital within a legal entity, which is necessary for the implementation of large economic projects. The circulation of shares of open joint-stock companies on stock markets is a means of mobile change in the sphere of capital investment, and also contributes to the determination of the real market value of the property of legal entities, and the identification of trends in the development of national economies.

The creation and operation of joint stock companies, in addition to the Civil Code, are regulated by the Law on Joint Stock Companies.

A joint-stock company is a commercial organization, the authorized capital of which is divided into a certain number of shares; members of such a company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares (clause 1 of article 96 of the Civil Code, clause 1 of article 2 of the Law on Joint Stock Companies).

Unlike the authorized capital of a limited liability company, divided into the shares of its participants, the size of which may be different, the authorized capital of a joint-stock company is divided into a certain number of shares. Each share certifies an equal scope of rights of the owner (shareholder) in relation to the company. Only joint stock companies have the right to issue shares.

The joint-stock form of organization of entrepreneurial activity allows for a minimum degree of participation of shareholders in the management and activities of the company itself, which may entail for the owners of a small number of shares the loss of real control over its management and activities. Therefore, in order to protect the rights of small (minority) shareholders, the law or the charter of a joint-stock company can limit either the total (nominal) value of shares or the maximum number of votes held by one shareholder.

Holders of shares are registered in the register of shareholders, which is maintained by the company itself or, on its behalf, by a specialized organization (registrar). In a company with more than 50 shareholders, the registrar must be the registrar (clause 3 of article 44 of the Law on Joint Stock Companies). All shares of a JSC in the Russian Federation are registered and are issued in non-documentary form, i.e. ownership of a share is established on the basis of an entry in the register of shareholders. Depending on the scope of rights certified by shares, the Law distinguishes between ordinary and preferred shares.

In contrast, a preference share generally does not give its owner the right to vote at a general meeting of shareholders. In this case, the owners of preferred shares have the right to receive dividends, as well as residual value(part of the property of the joint-stock company remaining after the completion of settlements with its creditors upon liquidation) in a fixed amount determined in the charter. The share of preferred shares in the authorized capital of a joint stock company must not exceed 25%.

The right to withdraw from the company and alienate his rights as a member of the JSC is exercised by a shareholder through the sale (exchange, donation) of his shares. The joint-stock company does not have property obligations to the shareholder alienating the shares; he makes all settlements with the person purchasing the shares. Thus, a change in the composition of shareholders does not lead to a decrease in the property of a joint-stock company, which fundamentally distinguishes a joint-stock company from a limited liability company and constitutes the advantage of a joint-stock form of organizing entrepreneurial activity from the point of view of guarantees of creditors' rights.

The liability of shareholders for the obligations of a JSC occurs only in the event of incomplete payment of the value of the shares they own and is limited to the unpaid part of the value of these shares. Such responsibility is joint and several and is established in the interests of protecting the rights of the creditors of the joint-stock company, who count on the fact that the authorized capital declared by the company has actually been formed.

In addition, the liability of shareholders for the obligations of the company occurs subsidiary in the event of the insolvency (bankruptcy) of the company through the fault of shareholders who have the right and the ability to determine the actions of the company (clause 3, article 3 of the Law on Joint Stock Companies). It is, first of all, about large shareholders or shareholders performing the functions of the executive body of the company. Otherwise, shareholders bear only the risk of losses equal to the value of their shares. The joint-stock company is not liable for the debts of its shareholders.

The founders of the company sign an agreement defining the procedure for their joint activities to create a legal entity. However, the only constituent document of a joint-stock company is its charter, approved by the meeting of founders. Information about the founders of the company and its shareholders is not included in the charter. Therefore, in the future, a change in the composition of the company's participants (shareholders) does not in any way affect the content of this document.

The authorized capital of a joint stock company is made up of the par value of shares acquired by shareholders. The minimum size of the authorized capital is determined by the Law on Joint Stock Companies and is for open JSCs at least 1000 times, for closed ones - at least 100 times the minimum wage established by federal law on the date of state registration of the company (Article 26).

Until the authorized capital is paid in full, the joint-stock company is not entitled to declare and pay dividends. In addition, until the payment of 50% of the value of the shares distributed among the founders of the company, it is not entitled to conclude transactions not related to its establishment, i.e. carry out the activities for which it was created.

Just like in other business companies, a JSC must comply with the rule according to which the value of net assets cannot be less than the size of the authorized capital. If, at the end of the second and each subsequent financial year, this rule is not observed, the company is obliged to declare and register a decrease in the authorized capital.

The current Russian legislation provides for the possibility of creating two types of joint stock companies: open and closed. Currently, there are about 65 thousand open and more than 370 thousand closed joint-stock companies in our country. As a rule, in open joint-stock companies, a much more significant amount of financial, production and labor resources is concentrated. Open societies often formed on the basis of the property of privatized state enterprises.

An open joint stock company (OJSC) has the right to conduct an open subscription to the shares it issues, i.e. sell them to an unlimited number of people. The number of shareholders of such a company is not limited. Shares of open companies can be subject to exchange trading. This means that any person can potentially become a member of the company, the composition of shareholders can be highly variable, and participation in the company is risky. Therefore, JSC is obliged to conduct public affairs: it publishes annual reports, balance sheets, profit and loss accounts annually for general information.

Closed joint stock companies (CJSC) distribute shares only among their founders or other predetermined circle of persons. They are not entitled to conduct an open subscription to shares. Shareholders of a CJSC have the preemptive right to purchase shares sold by other shareholders of the company at the price of the offer to a third party, and violation of this preemptive right gives the shareholder the opportunity to demand the transfer of the buyer's rights and obligations to him. The Law on Joint Stock Companies establishes the maximum number of CJSC participants - 50, upon exceeding which a closed joint stock company must be transformed into an open one; otherwise, it is subject to liquidation (clause 3 of article 7 of the Law). In general, the legal status of a closed joint stock company is quite similar to that of a limited liability company.

A joint stock company of one type can be transformed into a joint stock company of another type, subject to the restrictions provided for by the Law. It should be borne in mind that such a transformation does not change the organizational and legal form of a legal entity (it remains a joint stock company) and is not regulated by the rules on the reorganization of legal entities contained in Ch. 4 GK.

A joint-stock company, by decision of a meeting of shareholders, has the right to increase or decrease the size of its authorized capital. At the same time, an increase in the authorized capital is allowed only after its full payment and in one of two ways: an increase in the par value of shares or the issue of additional shares.

Placement of additional shares is allowed through open or closed subscription. A closed subscription, in contrast to an open subscription, involves the placement of shares only among a certain circle of persons. When making open and closed subscriptions, shareholders have the preemptive right to purchase additional shares in an amount proportional to the number of shares of this category (type) they hold. The procedure for exercising this right of a shareholder when conducting a subscription is provided for in Art. 41 of the Law on Joint Stock Companies. Violation of the preemptive right gives the shareholder the opportunity to defend him in the ways provided for in Art. 26 of the Law on the Securities Market: it may require the invalidation of the issue of shares, transactions made during the placement of shares, and a report on the results of their issue.

A decrease in the size of the authorized capital can be carried out by reducing the par value of shares or by purchasing shares by the company in order to reduce their total number, if such a possibility is provided for in the charter. Moreover, the joint-stock company is obliged no later than 30 days from the date of such a decision to notify its creditors about this, as well as publish the relevant information in a printed publication intended for the publication of data on state registration of legal entities. State registration of changes in the charter of a company related to a decrease in the authorized capital is carried out only if there is evidence of notification of creditors.

The supreme governing body of the JSC is the general meeting of shareholders. For companies with more than 50 shareholders, it is mandatory to create a board of directors (supervisory board). For the rest of the societies, this issue is at the discretion of the participants.

In the event of the creation of a board of directors (supervisory board), its competence must be defined in the charter of the company. At the same time, the competence of the board of directors cannot include issues that are the exclusive competence of the general meeting of shareholders: amendment of the charter, election of the board of directors, audit commission (auditor), formation of executive bodies and early termination of their powers (if the charter does not refer these issues to the competence of the board directors), approval of annual financial statements and distribution of profits and losses, decision-making on reorganization and liquidation and whole line other issues attributed to the exclusive competence of the general meeting by the Law on Joint Stock Companies. It should be noted that the range of issues referred to the competence of the general meeting by the Law on joint stock companies cannot be expanded by the charter.

The current activity is managed by the sole executive body of the company (director, general director); it is also allowed that a joint-stock company has both a sole executive body and a collegial one (board, directorate). In addition, the management functions of a JSC can be transferred under a contract to an individual entrepreneur or a commercial organization. The executive body is accountable to the general meeting of shareholders, the board of directors (supervisory board) and exercises powers that are not attributed to the competence of these bodies by law and the charter.

Internal control functions over the activities of the company are carried out by the audit commission. Open companies, as well as joint stock companies created to carry out certain types of activities, are also obliged to engage an independent auditor annually to check and confirm the correctness of the annual financial statements. The auditor's candidacy is approved by the general meeting of shareholders.

A special law provides for the possibility of creating and operating in the Russian Federation joint stock companies of workers (people's enterprises).

To this type of joint-stock companies, the rules on closed joint-stock companies are applied, but with significant peculiarities.

A people's enterprise can only be created by transforming a commercial organization, with the exception of state unitary enterprises, municipal unitary enterprises and open joint-stock companies, whose employees own less than 49% of the authorized capital. The decision to create is made by the participants of the commercial organization, who have at least three quarters of the votes of their payroll, and is considered valid only if the employees of the organization have given consent to the said transformation. An agreement on the creation of a people's enterprise must be signed by all persons who decide to become its shareholders. The average number of employees of a national enterprise cannot be less than 51 people (of which a maximum of 10% may not be shareholders).

The number of shareholders of a people's enterprise should not exceed 5 thousand, otherwise it is obliged to bring this number in line with the requirements of the law within a year or transform into a commercial organization of a different form. The minimum authorized capital of a people's enterprise must be at least 1000 minimum wages.

The people's enterprise has the right to issue only ordinary shares. The Law pays special attention to the ratio of the number of employees' shares in the authorized capital of a people's enterprise. Employees must own such a number of shares of the people's enterprise, the par value of which is more than 75% of its authorized capital. The share of shares of a people's enterprise in the total number of shares that an employee of the transformed commercial organization may own at the time of its creation must be equal to the share of his remuneration in the total amount of remuneration of employees for the 12 months preceding the creation of the people's enterprise. One shareholder of a people's enterprise, who is its employee, cannot own a number of shares, the par value of which exceeds 5% of the authorized capital of the people's enterprise. If the specified amount is exceeded, the national enterprise is obliged to buy out the "extra" shares from it, and the employee-shareholder is obliged to sell them to the national enterprise. Upon dismissal of an employee-shareholder, his shares are also subject to a mandatory sale to the enterprise, which distributes them among the remaining employee-shareholders. The law prohibits the sale of shares of a people's enterprise on its balance sheet to the general director of a people's enterprise, his deputies and assistants, members of the supervisory board and members of the control commission.

The powers of the general meeting of shareholders of the people's enterprise and its revision (control) commission are extremely expanded, while the powers of the supervisory board (board of directors) and the general director, respectively, are limited. Moreover, regardless of the number of shares owned, each shareholder has only one vote at the general meeting (on most issues).

Production cooperatives

A unitary enterprise is created by the decision of the owner of the property in the person of the relevant state or municipal body authorized to make such a decision in accordance with the acts defining the competence of this body.

The constituent document of a unitary enterprise is the charter approved by the body that made the decision to establish the enterprise. By virtue of the direct instructions of paragraph 2 of Art. 52 of the Civil Code in the constituent document of a unitary enterprise, the subject and purpose of its activities must be determined. The legal capacity of unitary enterprises is special. They have the right to engage only in those types of entrepreneurial activity, the right to engage in which is provided for by the charter, and to make transactions necessary to achieve the charter goals.

The sole executive body of a unitary enterprise is the sole body - the director (general director). He is appointed and dismissed by the owner or a person authorized by the owner, and is accountable to them (clause 4 of article 113 of the Civil Code). The procedure for appointing a manager to a position, the procedure for changing and terminating an employment contract with him is determined in the charter of a unitary enterprise.

The charter of a unitary enterprise must also contain information on the size of its statutory fund (if such is to be created), on the procedure and sources of its formation, on the directions of using the profit received by the unitary enterprise, and other information provided by law.

A unitary enterprise based on the right of economic management, in accordance with the content of this right, independently disposes of the products it produces, as well as movable property under its economic jurisdiction, unless otherwise provided by law. An enterprise may dispose of immovable property only with the consent of the owner. At the same time, transactions for the disposal of the property assigned to the enterprise should not deprive it of the opportunity to carry out statutory activities. The owner of the property of such an enterprise has the right to receive part of the profit from the use of the property transferred to the enterprise for economic management.

The owner of the property of a unitary enterprise based on the right of economic management is not liable for the obligations of the enterprise. An exception is the subsidiary liability of the owner in the event of insolvency (bankruptcy) of a unitary enterprise resulting from the fulfillment of the owner's instructions. The minimum size of the authorized capital of such unitary enterprises is determined by the Law on State and Municipal Unitary Enterprises. By the time of state registration of a unitary enterprise, its statutory fund must be paid in full by the founder.

A unitary enterprise based on the right of operational management (state enterprise) is a commercial organization that carries out entrepreneurial activities on the basis of property that is in state or municipal ownership of the income of the enterprise. The activities of the state-owned enterprise are carried out in accordance with the estimate of income and expenses approved by the owner of the property. The owner also has the right to seize excess, unused or misused property from the enterprise, to bring to the enterprise obligatory orders for the supply of goods, performance of work and provision of services for state and municipal needs, to determine the procedure for the distribution of income of the state enterprise.

As follows from the authority of operational management, it can dispose of the property assigned to the enterprise (both immovable and movable) only with the consent of the owner of this property and within the limits that do not deprive the enterprise of the possibility of carrying out its statutory activities. The enterprise sells its products independently.

If the property of a state-owned enterprise is insufficient, the owner of its property bears subsidiary responsibility for the obligations of the enterprise (clause 5 of article 115 of the Civil Code), therefore, the statutory fund in the state-owned enterprise is not formed.

Reorganization or liquidation of a unitary enterprise is carried out by the decision of the owner. Compulsory liquidation is also possible on the grounds established by law, including (for enterprises based on the right of economic management) on the grounds and in the manner prescribed by the legislation on insolvency (bankruptcy).

A change in the type of a unitary enterprise (i.e., a change in the status of a state enterprise to the status of an enterprise based on the right of economic management, and vice versa), as well as the transfer of ownership of the property assigned to it to another owner, is not a reorganization. The organizational and legal form of the unitary enterprise in these cases remains.

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

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

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

A business company may not have as the only participant another business company, consisting of one person, unless otherwise provided by this Code or another law.

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

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

5. Individual entrepreneurs and commercial organizations may be participants in general partnerships and general partners in limited partnerships.

Citizens and legal entities, as well as public law formations (Article 125) can be participants in business companies and contributors to limited partnerships.

6. State bodies and bodies of local self-government shall not have the right to participate on their own behalf in business partnerships and companies.

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

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

Business partnerships and companies may be founders (participants) of other business partnerships and companies, with the exception of cases provided for by law.

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

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

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

2. Business partnerships and companies have two main qualifying characteristics. First, they are commercial organizations, i.e. legal entities pursuing as the main goal of their activities the extraction of profit, which can be distributed among the participants (see Art. 50 and comments to it). Secondly, they have an authorized or joint capital, divided into the shares of the participants. A share in the authorized (pooled) capital does not inform the participant of any real rights to the property of the partnership (company), which belongs to the latter by right of ownership as a legal entity (see clause 2 of article 48 and comments to it, as well as clause 17 of the Resolution Plenums of the Armed Forces of the Russian Federation and the Supreme Arbitration Court of the Russian Federation No. 6/8, clause 18 of the Review of the practice of resolving disputes related to the protection of property rights and other property rights (appendix to the information letter of the Supreme Arbitration Court of the Russian Federation of April 28, 1997 No. 13 // Bulletin of the Supreme Arbitration Court of the Russian Federation. 1997 . N 7. S. 91). It only expresses the obligations of the participant in relation to the partnership (company), i.e. the right to receive a certain part of the profit and liquidation balance or the value of a certain part of the property of the partnership (company) upon disposal from it. composition, as well as the rights of a participant to manage the partnership (company).

Since the authorized (joint-stock) capital has great importance to protect the interests of the creditors of the partnership (society), its regulation in the Civil Code and the special laws issued in accordance with it, a number of provisions are devoted. For business entities, according to the obligations of which their participants (according to general rule) do not bear personal responsibility, the minimum amount of the authorized capital is established and introduced detailed rules concerning its payment, increase and decrease. In addition, for all partnerships and companies there are provisions that regulate the ratio of the authorized (share) capital to the net assets of the partnership (company) (see clause 2 of article 74, clause 4 of article 90, clause 4 of article 99 and comments . to them).

3. In accordance with clauses 2 and 3 of the commented article, business partnerships and companies can be created in strictly certain forms- full partnership, limited partnership (limited partnership), joint stock company, limited or additional liability company. All these organizational and legal forms were known to Russian legislation earlier, but they were covered by a single generic concept of "commercial partnership", which corresponded to the tradition of the Romano-Germanic legal system. The Civil Code, following the Foundations of the Civil Law, divided them into two groups - business partnerships and business companies, although it did not provide independent definitions. Obviously, this division is based on the now widespread doctrine that partnership is an association of persons, and society is an association of capital. Based on this, the following main differences in the legal status of partnerships and companies are revealed, carried out in the Civil Code with a varying degree of sequence: 1) a partnership, despite having its own legal personality, is considered as a contractual association. It operates on the basis of a memorandum of association, and not a charter, like most other legal entities; 2) since a partnership is an association of persons intending to jointly carry out entrepreneurial activities, only individual entrepreneurs and commercial organizations can be its participants, while such a restriction is not provided for participation in companies; 3) the participants of the partnership in all circumstances bear unlimited joint liability for its obligations. Such responsibility can be imposed on the participants of the company only on a limited range of grounds directly provided for by the Civil Code (see Articles 56, 95, 105 and comments to them); 4) a person can participate as a full partner in only one partnership; 5) the partnership cannot be created by one person, but such an opportunity is allowed for the company; 6) sine qua non the creation and operation of the company is its proper capitalization. Therefore, the law rather strictly regulates the issues of forming the authorized capital of the company, changing its size, as well as maintaining the company's assets at a level not less than the authorized capital; 7) partnerships do not have a system of bodies typical for companies. The affairs of the partnership are conducted by the participants themselves, while in society these functions can be carried out by hired persons; 8) the firm name of the partnership must include the name (name) of at least one of the participants. In society, however, it can be arbitrary; 9) participation in a company is transferred more freely than in a partnership; 10) changes in the composition of the company's participants do not in any way affect its existence, while the retirement of a full partner, as a general rule, entails the termination of the partnership; 11) in the legal regulation of companies is quite high specific gravity peremptory norms. Partnerships are regulated mainly by dispositive rules.

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

On the contrary, they are not capable by their nature to have a monetary value and therefore cannot be a contribution to the property of a business society or partnership, intangible benefits (see Art. 150 and comments to it), as well as professional skills, knowledge, skills and other personal qualities.