Civil Code of the Russian Federation Article 66. Basic provisions on business partnerships and companies

(see text in the previous edition)

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

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

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

A business company cannot have as its sole participant another business company consisting of one person, unless otherwise established by this Code or another law.

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

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

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

Participants in business companies and investors in limited partnerships can be citizens and legal entities, as well as public legal entities.

6. Government bodies and authorities local government does not have the right to participate on his own behalf in business partnerships and companies.

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

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

Business partnerships and companies may be founders (participants) of other business partnerships and companies, except for 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 organizations, joint-stock companies of workers (national enterprises), as well as the rights and obligations of their participants are determined by the laws governing the activities of such organizations.

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

Definition of the concept

Business entities are business entities, the creators of which are legal or individuals. They are formed by combining property, the ultimate goal of which is to obtain maximum profit. The resulting organizations themselves have the status of legal entities.

It is worth noting that participants in business entities are not only business entities, but also citizens who are not directly related to commercial activities. By joining this association, each of the subjects retains its original status.

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

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

Operating principles

Business entities operate in accordance with a number of principles:

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

Types of business entities

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

A joint stock company is an organization whose authorized capital is proportionally divided into a certain number of shares. Each of them has the same denomination. Shareholders (holders of securities) are liable to the extent of their share in the capital.
A limited liability company, like the previous one, also has an authorized capital divided into several parts. In this case, security holders bear financial liability solely within the limits of these figures.
Each of the participants in the company with additional liability bears liability in a scale proportional to its share in the capital. If the organization’s funds are not enough to cover its obligations, then all its members pay off the balance of the debt in equal shares.
A full society is a business association in which participants are liable for obligations not only with their capital investments, but also with all personal property.
Limited partnerships provide their participants with the right to exercise entrepreneurial activity on their behalf. This comes with additional responsibility. In some cases, personal property may also be used to cover obligations.
The association arises on the basis contractual relations. Although its members pursue a common goal and are accountable to management, it does not interfere in any way with the commercial activities of these units.
A corporation is similar to an association in many ways. The main difference is that members delegate certain authority to senior management to manage their activities.
A consortium is an association that is temporary. After achieving the general goal specified in the contractual and statutory documents, this company ceases its activities and existence.
A concern is an association of several enterprises or organizations that are engaged in different types production or non-production activities. They are united by their dependence on a central governing body, which finances them and coordinates activities on all key issues.

Forms of joint stock companies

The forms of business companies whose authorized capital is distributed among shareholders may be as follows:

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

Rights

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

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

Responsibilities

Participants of a business company are obliged to:

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

Work organization

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

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

conclusions

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

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

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

Article 66 of the Civil Code of the Russian Federation. Basic provisions on business partnerships and companies (current version)

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

A business company cannot have as its sole participant another business company consisting of one person, unless otherwise established by this Code or another law.

3. Business partnerships can be created in the organizational and legal form of a full partnership or a 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. Participants in general partnerships and general partners in limited partnerships can be individual entrepreneurs and commercial organizations.

Participants in business companies and investors in limited partnerships can be citizens and legal entities, as well as public legal entities (Article 125).

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

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

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

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

7. Features of the legal status of credit organizations, 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 investment funds and non-state pension funds, non-state pension funds and other non-credit financial organizations, joint-stock companies of employees (national enterprises), as well as the rights and obligations of their participants are determined by the laws governing the activities of such organizations.

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Commentary to Art. 66 Civil Code of the Russian Federation

1. The provisions of the commented article preserve the previously defined general provisions on business partnerships and companies. The main purpose of the changes made to the article is to adapt the general provisions on legal entities, taking into account the new classification of legal entities and the peculiarities of their legal status, the procedure for managing such entities. The practical implementation of these provisions is possible in conjunction with other innovations of the Civil Code of the Russian Federation, regulating both the general legal status of a legal entity and the status of individual categories and types of legal entities.

Business partnerships and societies are:

1) commercial legal entities;

2) corporate legal entities;

3) legal entities with authorized (share) capital, divided into shares (contributions) of founders (participants);

4) legal entities whose property, created from the contributions of the founders (participants), as well as produced and acquired in the course of their activities, belongs to these legal entities (i.e., a business partnership or company) on the right of ownership.

The size of the authorized capital is determined as the sum of the contributions of all participants. Each participant's share in numerical terms is equal to the amount of his contribution. The size of the share is determined not only in numerical (monetary) terms, but also as a percentage or share of the capital itself.

The scope of powers of participants in a business company is determined in proportion to their shares in the authorized capital of the company. Decisions of the general meeting are made based on the opinions of participants who have a controlling or blocking vote, i.e. those participants whose share exceeds the shares of one or more participants. Decisions can be made by participants with a small share in the authorized capital of the organization if their votes are combined. The number of votes of each participant may be changed in cases provided for by current legislation or the organization’s charter. The size of the share is not subject to change; only the number of votes of the participant determined by this share changes. A different scope of powers of participants in a non-public business company may be provided for by the company’s charter, as well as a corporate agreement, provided that information about the existence of such an agreement and the scope of powers of company participants provided for by it is entered into the Unified State Register of Legal Entities.

2. The law does not limit the right of an individual to create a business company, including individually, while simultaneously limiting the similar right of another company to establish a similar organization. A business company cannot act as the only participant in another organization. The restriction is aimed at ensuring that participants comply with the requirements of current legislation, including regarding the procedure for liquidating the organization. Liquidation of an organization that is the only participant in a business company is grounds for exclusion from the Unified State Register of Legal Entities and the company itself. This restriction applies throughout the entire period of the company’s activities.

3. Business companies and partnerships act as independent participants in civil transactions, i.e. are endowed with rights and responsibilities, and can also acquire them through their actions. Their activities are based on the principle “everything that is not prohibited by law is permitted.” A business partnership or company can be formed only in the form determined by law, i.e. a company can be joint-stock or limited liability, and a partnership can be full or limited.

4. Individuals and organizations can act as participants in a business company or partnership. Thus, participants in general partnerships and general partners in limited partnerships can be individual entrepreneurs and commercial organizations. Participants in business companies and investors in limited partnerships can be citizens and legal entities, as well as public legal entities.

In this case, institutions can be participants in business companies and investors in limited partnerships only with the permission of the owner of the institution’s property, unless otherwise provided by law. Bodies of state power and local self-government are prohibited from participating on their own behalf in business companies and partnerships. Business partnerships and companies may be founders (participants) of other business partnerships and companies, except for cases provided for by law.

The law reserves the right to establish other restrictions regarding the participation of individual subjects of civil turnover in business companies or partnerships.

For example, the founders (participants, shareholders) and management bodies of an insurance medical organization may not include employees of federal executive authorities in the field of healthcare, executive authorities of constituent entities of the Russian Federation in the field of healthcare, local government bodies authorized to carry out management in the field of healthcare , Federal Fund and territorial funds, medical organizations, providing medical care on compulsory medical insurance (Part 2 of Article 14 of the Federal Law of November 29, 2010 N 326-FZ “On compulsory health insurance V Russian Federation").

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

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

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By accepting full property liability for the obligations of a legal entity, the participants in a general partnership assume significant risks, both for the consequences of their own actions in conducting the affairs 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 general partnership makes it possible to extremely simplify the management structure of an organization, increases the attractiveness of a legal entity when entering into transactions related to a loan, and also creates the image of a “transparent” and conscientious company for the organization, 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 maintain 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 liable for the obligations of the partnership with all their property (full partners), there are one or more participants of a different kind - investors (limited partners). The investor does not bear full property liability for the obligations of the partnership, but he bears the risk of losses associated with the activities of the partnership, within the amount of the contribution made. Investors also do not carry out entrepreneurial activities on behalf of the partnership (Clause 1, Article 82 of the Civil Code). If the business name of a limited partnership contains the name of the investor, he becomes a general partner.

The founding agreement of a limited partnership is signed only by general partners. The size of the contribution of each limited partner is not indicated, but the total size of their contributions is determined. Changing the composition of investors does not change the content of the constituent agreement.

However, the participation of the investor in a limited partnership also receives legal formalization - an agreement on making a contribution or another agreement on participation in the partnership is concluded with him; In addition, the partnership issues the investor a certificate of participation. This method of registering participation in a partnership can, 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 affairs in a limited partnership do not differ from the status and powers of participants in a general partnership. As for the limited partner (investor), his rights are limited to the opportunity to receive part of the partnership’s profit attributable to his share in the joint capital, get acquainted with the annual reports and balances, leave the partnership and receive his contribution, as well as transfer his share in the joint capital to another investor or to a third party.

Investors can participate in the management of the partnership and conduct the affairs of the partnership, as well as challenge the actions of the general partners in the management and conduct of the affairs of the partnership only by proxy. When leaving the partnership, the investor may not receive a share in the property of the partnership (as a general partner), but only the contribution he made. However, in the event of liquidation of the partnership, the investor has a priority right over the general partners to receive his contribution from the property of the partnership remaining after satisfaction of the creditors' claims; in addition, the investor can participate in the distribution of the liquidation balance along with general partners.

The rights of investors can be expanded by the founding agreement, but this should not lead to an actual change in the status of investors as entities not participating in the business activities of the partnership and its management. A limited partnership can only exist if it has at least one investor. Accordingly, when all investors leave the partnership, it is liquidated or converted into a general partnership. In domestic practice, this form of legal entity wide application I didn't receive it.

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 within the competence of the general meeting (board of directors and 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 can be transferred - by decision of the general meeting of participants - to the manager (individual entrepreneur or commercial organization), an agreement with whom is signed by the chairman of the general meeting or another person authorized by the participants.

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

The total amount of liability of all participants is determined by the constituent documents as a multiple of the size of the authorized capital. Other rules provided for by law 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 identified in the Civil Code as an independent organizational and legal form, since, in essence, it is a type of 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 consolidation and isolation of property resources of the widest range of people. This allows you 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 scope of capital application, and also helps determine the real market value property of legal entities, identifying trends in the development of national economies.

The creation and activities 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 whose authorized capital is divided into a certain number of shares; participants 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 the shares they own (clause 1, article 96 of the Civil Code, clause 1, article 2 of the Law on Joint Stock Companies).

Unlike the authorized capital of a limited liability company, divided into shares of its participants, the size of which may vary, the authorized capital of a joint stock company is divided into a certain number of shares. Each share certifies an equal amount 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 business organization allows for a minimal degree of participation of shareholders in the management and activities of the company itself, which may result in the loss of shares for owners of a small number of shares real possibility control over its management and activities. Therefore, to protect the rights of small (minority) shareholders, the law or the charter of a joint-stock company may limit either the total (nominal) value of shares or the maximum number of votes belonging to one shareholder.

Shareholders 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 holder of the register must be the registrar (Clause 3 of Article 44 of the Law on Joint Stock Companies). All shares of a joint stock company in the Russian Federation are registered and are issued in uncertificated form, i.e. ownership of a share is established based on 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 preferred share, as a rule, does not provide its owner with voting rights at a general meeting of shareholders. At the same time, owners of preferred shares have the right to receive dividends, as well as salvage value(part of the property of a joint-stock company remaining after completion of settlements with its creditors during liquidation) in a fixed amount determined in the charter. The share of preferred shares in the authorized capital of a joint stock company should not exceed 25%.

The right to withdraw from the company and alienate his rights as a JSC participant is exercised by the shareholder through the sale (exchange, donation) of his shares. A joint stock company does not have any property obligations to the shareholder alienating the shares; He makes all payments with the person purchasing the shares. Thus, a change in the composition of shareholders does not lead to a decrease in the property of the joint-stock company, which fundamentally distinguishes a joint-stock company from a limited liability company and constitutes an advantage of the joint-stock form of business organization from the point of view of guaranteeing the rights of creditors.

The liability of shareholders for the obligations of the JSC occurs only in the event of incomplete payment of the cost of the shares they own and is limited to the unpaid part of the cost of these shares. Such liability is joint and several and is established in the interests of protecting the rights of creditors of the joint-stock company, who rely 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 subsidiarily in the event of insolvency (bankruptcy) of the company through the fault of shareholders who have the right and opportunity to determine the actions of the company (clause 3 of Article 3 of the Law on Joint Stock Companies). It's about, 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 loss equal to the value of the shares they own. A 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, changes in the composition of the company’s participants (shareholders) do 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 amount of authorized capital is determined by the Law on Joint Stock Companies and is for open joint-stock companies no less than 1000 times, for closed joint-stock companies no less than 100 times the amount of the minimum wage established by federal law on the date of state registration of the company (Article 26).

Until the authorized capital is fully paid, the joint stock company does not have the right to declare and pay dividends. In addition, until 50% of the cost of shares distributed among the founders of the company is paid, it has no right to enter into transactions not related to its establishment, i.e. carry out the activities for which it was created.

Just like in other business companies, in a joint-stock company the rule must be observed according to which the cost net assets cannot be less than the amount 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.

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, a significantly larger volume of financial, production and labor resources is concentrated in open joint-stock companies. 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 for 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 the subject of exchange trading. This means that any person can potentially become a member of the company, the composition of shareholders can be very changeable, and participation in the company is risky. Therefore, the JSC is obliged to conduct its affairs publicly: it annually publishes annual reports, balance sheets, and profit and loss accounts for public information.

Closed joint stock companies (CJSC) distribute shares only among their founders or other predetermined circle of persons. They do not have the right to conduct an open subscription for shares. CJSC shareholders have preemptive right acquisition of shares sold by other shareholders of the company at the offer price to a third party, and violation of this preemptive right provides the shareholder with the opportunity to demand the transfer of the rights and obligations of the buyer to him. The Law on Joint Stock Companies establishes the maximum number of participants in a closed joint stock company - 50, if exceeded, a closed joint stock company is obliged to transform into an open one; otherwise, it is subject to liquidation (Clause 3, 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 may be transformed into a joint stock company of another type, subject to the restrictions provided for by the Law. It must be taken into account that such a transformation does not change the organizational and legal form of the legal entity (it remains a joint stock company) and is not regulated by the rules on the reorganization of legal entities contained in Chapter. 4 GK.

A joint stock company, by decision of the meeting of shareholders, has the right to increase or decrease the size of its authorized capital. In this case, an increase in the authorized capital is allowed only after it has been fully paid and in one of two ways: increasing the par value of shares or issuing additional shares.

The placement of additional shares is permitted through an open or closed subscription. Closed subscription, unlike open subscription, involves the placement of shares only among a certain circle of persons. When carrying out open and closed subscriptions, shareholders have a preemptive right to purchase additional shares in an amount proportional to the number of shares of this category (type) owned by them. The procedure for exercising this right of a shareholder during 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 protect it in the ways provided for in Art. 26 of the Securities Market Law: it may require the invalidation of the issue of shares, transactions carried out during the placement of shares, and a report on the results of their issue.

The size of the authorized capital can be reduced 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 to notify its creditors about this no later than 30 days from the date of such a decision, 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 company's charter related to a decrease in the authorized capital is carried out only if there is evidence of notification of creditors.

The supreme management body of the joint-stock company is the general meeting of shareholders. For companies with more than 50 shareholders, the creation of a board of directors (supervisory board) is mandatory. For other societies, this issue is left to the discretion of the participants.

If a board of directors (supervisory board) is created, the company's charter must define its competence. 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: changes in the charter, election of the board of directors, the audit commission (auditor), the formation of executive bodies and early termination of their powers (if the charter does not include these issues within the competence of the board directors), approval annual financial statements and distribution of profits and losses, making decisions on reorganization and liquidation and whole line other issues referred to the exclusive competence of the general meeting by the Law on Joint Stock Companies. It should be noted that the range of issues within the competence of the general meeting by the Law on Joint Stock Companies cannot be expanded by the charter.

Current activities are managed by the sole executive body of the company (director, CEO); It is also allowed for a joint stock company to have 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 within 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 required to annually engage an independent auditor to check and confirm the accuracy of the annual financial statements. The candidacy of the auditor 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).

The rules on closed joint stock companies apply to this type of joint stock company, but with significant features.

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 a commercial organization with at least three-quarters of the votes of their payroll, and is considered valid only if the organization’s employees have given consent to this transformation. The agreement on the creation of a national enterprise must be signed by all persons who decide to become its shareholders. Average headcount 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 national enterprise should not exceed 5 thousand, otherwise it must, within a year, bring this number into compliance with the requirements of the law or transform into a commercial organization of a different form. The minimum authorized capital of a national enterprise must be at least 1000 minimum wages.

A national enterprise has the right to issue only ordinary shares. Special attention The law pays attention to the ratio of the number of shares of employees in the authorized capital of a national enterprise. Employees must own a number of shares in a national enterprise whose par value is more than 75% of its authorized capital. Share of shares of the national enterprise in total number 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 national enterprise. One shareholder of a people's enterprise, who is its employee, cannot own a number of shares whose par value exceeds 5% of the authorized capital of the people's enterprise. If the specified amount is exceeded, the national enterprise is obliged to buy back the “extra” shares from it, and the employee-shareholder is obliged to sell them to the national enterprise. When an employee-shareholder is dismissed, his shares are also subject to 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 the 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 a people's enterprise and its audit (control) commission are extremely expanded, while the competence of the supervisory board (board of directors) and the general director is correspondingly limited. Moreover, regardless of the number of shares owned, each shareholder has only one vote at the general meeting (on most issues).

Producer cooperatives

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

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

The only executive body of a unitary enterprise is the sole body - the director (general director). He is appointed to the position and dismissed from the position by the owner or a person authorized by the owner, and is accountable to him (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 are determined in the charter of the unitary enterprise.

The charter of a unitary enterprise must also contain information about the size of its authorized capital (if one is to be created), about the procedure and sources of its formation, about the directions for using the profits 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 management, unless otherwise established by law. Real estate the enterprise can dispose of it only with the consent of the owner. At the same time, transactions for the disposal of property assigned to an 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 that occurs as a result of following the instructions of the owner. 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 authorized capital must be paid in full by the founder.

A unitary enterprise, based on the right of operational management (state-owned enterprise), is a commercial organization that carries out business activities on the basis of property that is in state or municipal ownership of the enterprise's income. The activities of a 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 submit mandatory orders to the enterprise for the supply of goods, performance of work and provision of services for state and municipal needs, and to determine the procedure for distributing income of a state-owned enterprise.

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

If the property of a state-owned enterprise is insufficient, the owner of its property bears subsidiary liability for the obligations of the enterprise (clause 5 of Article 115 of the Civil Code), therefore the authorized capital of the state-owned enterprise is not formed.

Reorganization or liquidation of a unitary enterprise is carried out by decision of the owner. Forced 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 provided for 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-owned enterprise to the status of an enterprise based on the right of economic management, and vice versa), as well as a transfer of ownership of the property assigned to it to another owner, is not a reorganization. The organizational and legal form of a unitary enterprise is preserved in these cases.

§ 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 recognized as corporate commercial organizations with authorized (share) capital divided into shares (contributions) of founders (participants). Property created through the contributions of founders (participants), as well as produced and acquired by a business partnership or company in the course of its activities, belongs by right of ownership to the business partnership or company.
The scope of powers of participants in a business company is determined in proportion to their shares in the authorized capital of the company. A different scope of powers of participants in a non-public business company may be provided for by the company’s charter, as well as a corporate agreement, provided that information about the existence of such an agreement and the scope of powers of company participants 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 sole participant.
A business company cannot have as its sole participant another business company consisting of one person, unless otherwise established by this Code or another law.
3. Business partnerships can be created in the organizational and legal form of a full partnership or a 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. Participants in general partnerships and general partners in limited partnerships can be individual entrepreneurs and commercial organizations.
Participants in business companies and investors in limited partnerships can be citizens and legal entities, as well as public legal entities (Article 125).
6. State bodies and local government bodies do not have the right to participate on their own behalf in business partnerships and companies.
Institutions may be participants in business companies and investors in limited partnerships with the permission of the owner of the institution’s property, unless otherwise provided by law.
The law may prohibit or limit the participation of certain categories of persons in business partnerships and companies.
Business partnerships and companies may be founders (participants) of other business partnerships and companies, except for cases provided for by law.
7. Features of the legal status of credit organizations, 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 investment funds and non-state pension funds, non-state pension funds and other non-credit financial organizations, joint-stock companies of employees (national enterprises), as well as the rights and obligations of their participants are determined by the laws governing the activities of such organizations.

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

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

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

(introduced by Federal Law dated May 5, 2014 N 99-FZ)

1. The minimum amount of authorized capital of business companies is determined by the laws on business companies.
The minimum amounts of authorized capital of business companies carrying out banking, insurance or other activities subject to licensing, as well as joint-stock companies using an open (public) subscription for their shares, are established by laws that determine the specifics of the legal status of these business companies.
2. When paying for the authorized capital of a business company, funds must be contributed in an amount not less than minimum size authorized capital (clause 1 of this article).
The monetary valuation of a non-monetary contribution to the authorized capital of a business company must be carried out by an independent appraiser. Participants in a business company do not have the right to determine the monetary value of a non-monetary contribution in an amount exceeding the amount of the valuation 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 the event of insufficient property of the company, jointly and severally bear subsidiary liability for its obligations within the amount by which the valuation of the property contributed to the authorized capital is overestimated , within five years from the date of state registration of the company or the introduction of appropriate amendments to the company’s charter. When contributing to the authorized capital of a joint stock company, do not Money, and other property, the shareholder who made such payment, and the independent appraiser, in the event of insufficiency of the company’s property, jointly and severally bear subsidiary liability for its obligations to the extent of the amount by which the property contributed to the authorized capital is overvalued, within five years from the date of state registration of the company or introducing appropriate amendments to the company's charter.
The rules of this paragraph 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 through the privatization of state or municipal unitary enterprises.
4. Unless otherwise provided by laws on business companies, the founders of a business company are required to pay at least three quarters of its authorized capital before the state registration of the company, and the rest of the authorized capital of the business company - during the first year of the company’s activity.
In cases where, in accordance with the law, state registration of a business company is allowed without advance payment of three quarters of the authorized capital, the company's participants bear subsidiary liability for its obligations that arose before the full payment of the authorized capital.

Article 66.3. Public and non-public companies

(introduced by Federal Law dated May 5, 2014 N 99-FZ)

Note:
JSCs created before September 1, 2014 and meeting the criteria of a PJSC are recognized as such, regardless of whether this is indicated in their name. For exceptions to this rule and refusal of public status, see Federal Law No. 99-FZ dated May 5, 2014.

Note:

1. A public joint stock company is one whose shares and securities convertible into its shares are publicly placed (by open subscription) or publicly traded under the conditions established by securities laws. The rules on public companies also apply to joint stock companies, the charter and company name of which indicate 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 decision of the participants (founders) Not public society adopted unanimously, the following provisions may be included in the company’s charter:

1) on submitting for consideration to the collegial management body of the company (clause 4 of Article 65.3) or the collegial executive body of the company issues referred by law to the competence of the general meeting of participants of the business company, with the exception of issues:
making changes to the charter of a business company, approving the charter in new edition;
reorganization or liquidation of a business company;
determining 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 within the competence of the general meeting of participants of the business company), electing their members and early termination of their powers;
determining the quantity, par value, category (type) of authorized shares and the rights granted by these shares;
increasing the authorized capital of a limited liability company disproportionately to the shares of its participants or by admitting a third party to the membership of such a company;
approval of internal regulations or other internal documents (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 management body of the company (clause 4 of Article 65.3) in whole or in part, or on refusal to create a collegial executive body if its functions are carried out by the specified collegial management body;
3) on the transfer to the sole executive body of the company of the functions of the collegial executive body of the company;
4) about the absence of an audit commission in the company or about its creation exclusively in cases provided for by the company’s charter;
5) on a procedure different from the procedure established by laws and other legal acts for convening, preparing and holding general meetings of participants of a business company, making decisions by them, provided that such changes do not deprive its participants of the right to participate in the general meeting of a non-public company and to receive information about it;
6) on requirements that differ from the requirements established by laws and other legal acts for the quantitative composition, procedure for the formation and holding of meetings of the collegial management body of the company (clause 4 of Article 65.3) or the collegial executive body of the company;
7) on the procedure for exercising the pre-emptive right to purchase a share or part of a share in the authorized capital of a limited liability company or the pre-emptive right to acquire shares placed by a joint-stock company or securities convertible into its shares, as well as on the maximum share of participation of one participant of a limited liability company in the authorized capital capital of the company;
8) on the assignment to the competence of the general meeting of shareholders of issues that are not related to it in accordance with this Code or the law on joint stock companies;
9) other provisions in cases provided for by laws on business companies.

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

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

(as amended by Federal Law dated May 5, 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, also has the right to:
take part in the distribution of profits of a partnership or company of 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 a partnership or company (except for public joint-stock companies) in court with payment to him of the actual value of his share of participation, if such participant by his actions (inaction) caused significant harm partnership or company or otherwise significantly impedes its activities and achievement of the goals for which it was created, including grossly violating its obligations provided for by law or the constituent documents of the partnership or company. Waiver or limitation of this right is void.
Participants in business partnerships or companies may have other rights provided for by this Code, laws on business companies, and the constituent documents of the partnership or company.
2. A participant in a business partnership or company, along with the responsibilities provided for participants in corporations by paragraph 4 of Article 65.2 of this Code, is also obliged to make contributions to the authorized (share) capital of the partnership or company of which he is a participant, in the manner, in amounts, in ways that provided for by the constituent document of a business partnership or company, and contributions to other property of the business partnership or company.
Participants in business partnerships and societies may bear other obligations provided for by law and their constituent documents.

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

(introduced by Federal Law dated May 5, 2014 N 99-FZ)

1. Management in a general partnership and limited partnership is 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 authorized capital of the company, unless otherwise provided by laws on business companies;
2) making a decision to transfer the powers of the sole executive body of the company to another business company (management organization) or individual entrepreneur(manager), as well as approval of such a management organization or such a manager and the terms of the agreement with such a management organization or with such a manager, if the charter of the company does not include the resolution of these issues within the competence of the collegial management body of the company (clause 4 of Article 65.3);
3) distribution of profits and losses of the company.

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

1) a public joint-stock company by a person maintaining the register of shareholders of such a company and performing the functions of the counting commission (clause 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 the 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 judicial practice on disputes involving registration authorities No. 4 (2016)).

3) limited liability company 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 decision-making; in any other 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 the company’s participants, adopted unanimously by the company’s participants.

4. To check and confirm the correctness of the annual accounting (financial) statements, a limited liability company has the right, and in cases provided for by law, is obliged to annually engage an auditor who is not connected by property interests with the company or its participants (external audit). Such an audit can also be carried out at the request of any of the company's participants.
5. To check and confirm the accuracy of the annual accounting (financial) statements, a joint stock company must annually engage an auditor who is not connected by property interests with the company or its participants.
In cases and in the manner prescribed by law and the company's charter, an audit of the accounting (financial) statements of a joint-stock company must be carried out at the request of shareholders whose total share in the authorized capital of the joint-stock company is ten percent or more.

Article 67.2. Corporate agreement

(introduced by Federal Law dated May 5, 2014 N 99-FZ)

1. Participants in a business company or some of them have the right to conclude a corporate agreement among themselves on the exercise of their corporate rights (agreement on the exercise of the rights of participants in a limited liability company, shareholder agreement), in accordance with which they undertake to exercise these rights in a certain way or to refrain (refuse ) from their implementation, including voting in a certain way at the general meeting of the company's participants, coordinatedly carrying out other actions to manage the company, acquiring or alienating shares in its authorized capital (shares) at a certain price or upon the occurrence of certain circumstances, or refraining 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 cannot oblige its participants to vote in accordance with the instructions of the company’s bodies, or to 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 paragraph are void.
A 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, changes in the structure of the company's bodies and their competence are allowed by the company's charter .
3. A corporate agreement is concluded in writing by drawing up one document signed by the parties.
4. Participants in a business company who have entered into a corporate agreement are required to notify the company of the fact of concluding a corporate agreement, but its contents are not required to be disclosed. In case of failure to fulfill this obligation, the company's participants who are not parties to the corporate agreement have the right to demand compensation for losses caused to them.
Information about a corporate agreement concluded by shareholders of a public joint-stock company must be disclosed within the limits, in the manner and under the conditions provided for by the law on joint-stock companies.
Unless otherwise provided by law, information about the content of a corporate agreement concluded by participants in a non-public company is not subject to disclosure and is confidential.
5. A corporate agreement does not create obligations for persons not participating in it as parties (Article 308).
6. Violation of a corporate agreement may be grounds for invalidating a decision of a body of a business company on the claim of a party to this agreement, provided that at the time the body of the business company made the corresponding decision, the parties to the corporate agreement were all participants of the business company.
Recognizing a decision of a body of a business company as invalid in accordance with this paragraph does not in itself entail the invalidity of transactions of the business company with third parties made on the basis of such a decision.
A transaction concluded by a party to a corporate agreement in violation of this agreement may be declared invalid by a court at the request of a party to the 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 in connection with its contradiction to the provisions of the charter of the business company.
8. Termination of the right of one of the parties to a corporate agreement to a share in the authorized capital (shares) of a business company does not entail the termination of the corporate agreement in relation to its remaining parties, unless otherwise provided by this agreement.
9. Creditors of the company and other third parties may enter into an agreement with the participants of the business company, according to which the latter, in order to ensure the legally protected interests of such third parties, undertake to exercise their corporate rights in a certain way or to abstain (refuse) from exercising them, including voting in a certain way at the general meeting of the company's participants, coordinately carry out 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 the occurrence of certain circumstances. The rules on corporate agreements apply to this agreement accordingly.
10. The rules on a corporate agreement are respectively applied to the agreement on the creation of a business company, unless otherwise established by law or follows from the essence of the relationship between the parties to such an agreement.

Article 67.3. Subsidiary business company

(introduced by Federal Law dated May 5, 2014 N 99-FZ)

1. A business company is recognized as a subsidiary if another (main) business partnership or company, by virtue of a predominant participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise has the opportunity to determine the decisions made by such company.
2. The subsidiary 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 company for transactions concluded by the latter in pursuance of instructions or with the consent of the main business partnership or company (clause 3 of Article 401), except for cases of voting by the main business partnership or company on the issue of approving the transaction at a general meeting participants of the subsidiary, as well as approval of the transaction by the management body of the main business company, if the need for such approval is provided for by the charter of the subsidiary and (or) the main company.

In the event of 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 societies

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 dated May 5, 2014 N 99-FZ)
2. When transforming a partnership into a company, each general partner who has become a participant (shareholder) of the company shall, for two years, bear subsidiary liability with all his property for the obligations transferred to the company from the partnership. Alienation by a former partner of his shares (shares) does not relieve him of such liability. The rules set out in this paragraph are respectively applied when transforming a partnership into a production cooperative.
3. Business partnerships and companies cannot be reorganized into non-profit organizations, as well as to unitary commercial organizations.
(Clause 3 introduced by Federal Law dated 05.05.2014 N 99-FZ)

2. General partnership

Article 69. Basic provisions on general 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 activities on behalf of the partnership and are liable for its obligations with the property belonging to them.
2. A person can be a participant in only one general partnership.
3. The corporate name of a general 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 for a general partnership

1. A general partnership is created and operates on the basis of a constituent agreement. The constituent agreement is signed by all its participants.

Note:
Federal Law dated 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 size and composition of the partnership capital” were replaced with the words “information about the company name and the location of the partnership, conditions on the size and composition of its share capital,” Article 52 is set out in a new wording. The specified words in at this point are missing. Provisions of paragraph 2 of Article 52 old edition are contained in paragraph 4 of Article 52 of the new edition.

2. The founding agreement of a general partnership must contain, in addition to the information specified in paragraph 2 of Article 52 of this Code, conditions on the size and composition of the partnership’s share capital; on the size and procedure for changing the shares of each participant in the share capital; on the size, composition, timing and procedure for making contributions; on the responsibility of participants for violation of obligations to make contributions.

Article 71. Management in a general partnership

1. Management of the activities of a general partnership is carried out by general agreement of all participants. The founding agreement of a partnership may provide for cases when a decision is made by a majority vote of the participants.
2. Each participant in a general 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 get acquainted with all documentation on the conduct of affairs. Waiver of this right or its limitation, including by agreement of the participants of the partnership, is void.
(as amended by Federal Law dated May 5, 2014 N 99-FZ)

Article 72. Conducting general partnership affairs

1. Each participant in a general partnership has 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 individual participants.
When conducting the affairs of a partnership jointly by its participants, the consent of all participants of the partnership is required for each transaction.
If the management of the affairs of a partnership is entrusted by its participants to one or some of them, the remaining participants, in order to carry out transactions on behalf of the partnership, must have a power of attorney from the participant (participants) who is entrusted with the management 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 constituent agreement that limit the powers of the partnership participants, except in cases where the partnership proves that the third party at the time of the transaction knew or should have known that the participant of the partnership did not have the right to act on behalf of the partnership .
2. The authority to conduct the affairs of the partnership granted to one or more participants may be terminated by the court at the request of one or more other participants of the partnership if there are serious grounds for this, in particular due to a gross violation by the authorized person (persons) of his duties or his revealed inability to prudent conduct of business. Based on a court decision, the necessary changes are made to the founding agreement of the partnership.

Article 73. Responsibilities of a participant in a general partnership

1. A participant in a general partnership is obliged to participate in its activities in accordance with the terms of the constituent agreement.
2. A participant in a general partnership is obliged to make at least half of his contribution to the joint capital of the partnership before its state registration. The rest must be paid by the participant within the time limits established by the constituent agreement. If this obligation is not fulfilled, the participant is obliged to pay the partnership ten percent per annum on the unpaid part of the contribution and compensate for the losses caused, unless other consequences are established by the constituent agreement.
(as amended by Federal Law dated May 5, 2014 N 99-FZ)
3. A participant in a general partnership does not have the right, without the consent of the other participants, to carry out 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 own choice, to demand from such participant compensation for losses caused to the partnership or the transfer to the partnership of all benefits acquired through such transactions.

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

1. Profits and losses of a general partnership are distributed among its participants in proportion to their shares in the joint capital, unless otherwise provided by the constituent agreement or other agreement of the participants. An agreement to exclude any of the partnership participants from participating in profits or losses is not permitted.
2. If, as a result of losses incurred by the partnership, the value of its net assets becomes smaller size its share capital, the profit received by the partnership is not distributed among the participants until the value of net assets exceeds the size of the share capital.

Article 75. Responsibility of participants in a general partnership for its obligations

1. Participants in a general partnership jointly and severally bear subsidiary liability with their property for the obligations of the partnership.
2. A participant in a general partnership who is not its founder is liable equally with other participants for obligations that arose before his entry into the partnership.
A participant who has left the partnership is liable for the obligations of the partnership that arose before the moment of his withdrawal, equally with the remaining participants, for 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 of the partnership to limit or eliminate liability provided for in this article is void.

Article 76. Changing the composition of participants in a general partnership

1. In cases of the withdrawal or death of any of the participants in a general partnership, the recognition of one of them as missing, incapacitated, or of limited legal capacity, or insolvent (bankrupt), the opening of reorganization procedures against one of the participants by a court decision, the liquidation of a participant in the partnership a legal entity or a creditor of one of the participants forecloses on part of the property corresponding to his share in the share capital, the partnership may continue its activities if this is provided for by the founding agreement of the partnership or an agreement of the remaining participants.
2. Participants in a general 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 grounds for this, in particular due to a gross violation of his duties by this participant or his revealed inability to conduct business wisely.

Article 77. Withdrawal of a participant from a general partnership

1. A participant in a general partnership has the right to leave it by declaring his refusal to participate in the partnership.
Refusal to participate in a general partnership established without specifying a period must be declared by the participant at least six months before the actual withdrawal from the partnership. Early refusal to participate in a general partnership established for a certain period is allowed only for a good reason.
2. An agreement between participants in a partnership to waive the right to leave the partnership is void.

Article 78. Consequences of withdrawal of a participant from a general partnership

1. A participant who has retired from a general partnership is paid the value of a part of the partnership’s property corresponding to the share of this participant in the share capital, unless otherwise provided by the constituent agreement. By agreement of the retiring participant with the remaining participants, payment of the cost of part of the property may be replaced by the delivery of property in kind.
The part of the partnership's property due to the retiring participant or its value is determined by 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 general partnership, his heir may enter into a general partnership only with the consent of the other participants.
A legal entity that is a legal successor of a reorganized legal entity participating in a general partnership has the right to join the partnership with the consent of its other participants, unless otherwise provided by the founding agreement of the partnership.
Settlements with an heir (successor) who has not entered into the partnership are made in accordance with paragraph 1 of this article. The heir (legal successor) of a participant in a general partnership is 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 liable, within the limits of the property of the retired participant of the partnership transferred to him.
3. If one of the participants leaves the partnership, the shares of the remaining participants in the share capital of the partnership increase accordingly, unless otherwise provided by the constituent agreement or other agreement of the participants.

Article 79. Transfer of a participant’s share in the share capital of a general partnership

A participant in a general partnership has the right, with the consent of its remaining participants, to transfer his share in the share capital or part thereof 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 is liable for the obligations of the partnership in the manner established by the first paragraph 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 in paragraph 2 of Article 75 of this Code.

Article 80. Foreclosure of a participant's share in the share capital of a general partnership

Foreclosure of a participant's share in the joint capital of a general partnership for the participant's own debts is permitted only if there is insufficient other property to cover the debts. 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 share capital in order to foreclose on this property. The part of the partnership's property subject to division or its value is determined according to the balance sheet drawn up at the time the creditors present the demand for division.
Foreclosure of property corresponding to a participant's share in the joint capital of a general partnership terminates his participation in the partnership and entails the consequences provided for in paragraph two of paragraph 2 of Article 75 of this Code.

Article 81. Liquidation of a general 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 sole participant of the partnership, to transform such a partnership into a business company in the manner established by this Code.
A general partnership is also liquidated in the cases specified in paragraph 1 of Article 76 of this Code, unless the founding agreement of the partnership or the agreement of the remaining participants stipulates that the partnership will continue its activities.

3. Partnership of Faith

Article 82. Basic provisions on limited partnership

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

4. The corporate name of a limited partnership must contain either the names (titles) of all general partners and the words “limited partnership” or “limited partnership”, or the name (title) of at least one general partner with the addition of the words “and company” and the words "limited partnership" or "limited partnership".
If the business name of a limited partnership includes the name of an investor, such investor becomes a general partner.
5. The rules of this Code on general partnerships are applied to a limited partnership to the extent that this does not contradict the rules of this Code on limited partnerships.

Article 83. Memorandum of association for a limited partnership

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

Note:
Federal Law dated 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” were replaced by the words “information about the company name and location of the partnership”, Article 52 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 size and composition of the partnership’s share capital; on the size and procedure for changing the shares of each of the general partners in the share capital; on the size, composition, timing and procedure for making deposits, their responsibility for violation of obligations to make deposits; on the total amount of deposits made by investors.

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

1. Management of the activities of a limited partnership is carried out by the general partners. The procedure for managing and conducting the affairs of such a partnership by its general partners is established by them in accordance with the rules of this Code on General Partnership.
2. Investors do not have the right to participate in the management and conduct of the affairs of the limited partnership, or to act on its behalf except by proxy. They do not have the right to challenge the actions of their general partners in managing and conducting the affairs of the partnership.

Article 85. Rights and obligations of a limited partnership investor

1. An investor in a limited partnership is obliged to make a contribution to the share capital. Making a contribution is certified by a certificate of participation issued to the investor by the partnership.
2. An investor in a limited partnership has the right:

1) receive part of the partnership’s profit due to its share in the share 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 founding agreement;
4) transfer your share in the share capital or part thereof to another investor or a third party. Depositors enjoy a preferential right over third parties to purchase a share (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 investor terminates his participation in the partnership.

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

Article 86. Liquidation of a limited partnership

1. A limited partnership is liquidated upon the departure of all investors participating in it. However, general partners have the right, instead of liquidation, to transform the limited partnership into a general partnership.
A limited partnership is also liquidated on the grounds of liquidation of a general partnership (Article 81). However, a limited partnership is maintained if at least one general partner and one investor remain in it.
2. When a limited partnership is liquidated, including in the event of bankruptcy, investors have a priority right over general partners to receive contributions from the property of the partnership remaining after satisfaction of the claims of its creditors.
The property of the partnership remaining after this is distributed among the general partners and investors in proportion to their shares in the joint capital of the partnership, unless a different procedure is established by the constituent agreement or agreement of the general partners and investors.

3.1. Peasant (farm) economy

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

Note:
Re-registration of peasant farms created as a legal entity in accordance with previously applicable 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 conducting joint activities in the region Agriculture without forming a legal entity on the basis of an agreement on the creation of a peasant (farm) enterprise (Article 23), has the right to create a legal entity - a peasant (farm) enterprise.
A peasant (farm) enterprise created in accordance with this article as a legal entity is recognized as a voluntary association of citizens on the basis of membership for joint production or other economic activity in the field of agriculture, based on their personal participation and the association of property contributions by members of the peasant (farm) economy.
2. The property of a peasant (farm) enterprise belongs to him by right of ownership.
3. A citizen can be a member of only one peasant (farm) enterprise created as a legal entity.
4. When foreclosure is filed by creditors of a peasant (farm) farm on a land plot owned by the farm, the land plot is subject to sale at public auction in favor of a person who, in accordance with the law, has the right to continue to use land plot for the intended purpose.
Members of a peasant (farm) enterprise created as a legal entity bear subsidiary liability for the obligations of the peasant (farm) enterprise.
5. The specifics of the legal status of a peasant (farm) enterprise 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 whose authorized capital is divided into shares; Participants in a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their shares.
(as amended by Federal Law dated May 5, 2014 N 99-FZ)
Participants of the company who have not fully paid for their shares bear joint liability for the obligations of the company to the extent of the value of the unpaid portion of the share of each participant.
(Clause 1 as amended by Federal Law dated December 30, 2008 N 312-FZ)
2. The corporate 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. Members of a limited liability company

1. The number of participants in a limited liability company should not exceed fifty. Otherwise, it is subject to transformation into a joint-stock company within a year, and after this period - to 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 dated December 30, 2008 N 312-FZ)

Article 89. Creation of a limited liability company and its charter
(as amended by Federal Law dated May 5, 2014 N 99-FZ)

1. The founders of a limited liability company enter into an agreement among themselves on the establishment of a limited liability company, which determines the procedure for their joint activities to establish the company, the size of the authorized capital of the company, the size of their shares in the authorized capital of the company and other conditions established by the law on limited liability companies .
The agreement on the establishment of a limited liability company is concluded in writing.
2. The founders of a limited liability company bear joint liability for obligations associated with its establishment and arising before its state registration.
A limited liability company is liable for the obligations of the company's founders related to its establishment only if the actions of the company's founders are subsequently approved by the general meeting of the company's participants. The extent of the company's liability for these obligations of the company's founders 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 corporate 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 by them (including decisions on issues adopted unanimously or by a qualified majority of votes) and other information provided for by the law on limited liability companies.
(as amended by Federal Laws dated 05/05/2014 N 99-FZ, dated 06/29/2015 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.

Article 90. Authorized capital of a limited liability company

1. The authorized capital of a limited liability company (Article 66.2) is made up of the nominal value of the shares of participants.
(Clause 1 as amended by Federal Law dated 05.05.2014 N 99-FZ)
2. It is not permitted 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 when increasing the authorized capital by offsetting claims against the company is permitted in cases provided for by the law on limited liability companies.

3. The authorized capital of a limited liability company is paid by its participants within the time limits and in the manner prescribed by the law on limited liability companies.
The consequences of violation by company participants of the terms and procedure for payment of the company's authorized capital are determined by the law on limited liability companies.
(Clause 3 as amended by Federal Law dated 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 time period provided for by the law on limited liability companies, is obliged to increase the value of the net assets to the amount of the authorized capital or register the reduction of the authorized capital in accordance with the established procedure. If the value of the specified assets of the company becomes less than the minimum amount of authorized capital determined by law, the company is subject to liquidation.

5. Reduction of the authorized capital of a limited liability company is permitted after notification of all its creditors. In this case, the latter have the right to demand early termination or fulfillment of the relevant obligations of the company and compensation for losses.
The rights and obligations of creditors of credit organizations 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 permitted 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 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 into a joint-stock company, business partnership or production cooperative.
(as amended by Federal Laws dated December 30, 2008 N 312-FZ, dated May 5, 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 dated December 30, 2008 N 312-FZ)

1. The transfer of a share or part of a share of a company participant in the authorized capital of a limited liability company to another person is permitted 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. The sale or alienation in any other way of a share or part of a share in the authorized capital of a limited liability company to third parties is permitted in compliance with the requirements provided for by the law on limited liability companies, unless this is prohibited by the charter of the company.
Members of the company have a preemptive right to purchase a share or part of the share of a company participant. The procedure for exercising the pre-emptive right and the period during which the company's participants can exercise this right are determined by the law on limited liability companies and the company's charter. The company's charter may also provide for the company's pre-emptive right to purchase a share or part of a share of a company participant if other company participants have not exercised their pre-emptive right to purchase a share or part of a share in the company's authorized capital.
3. If the company’s charter prohibits the alienation of a share or part of a share belonging to a company participant to third parties and other company participants refused to acquire them or consent was not received for the alienation of a share or part of a share to a company participant 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, its share or part of the share.
(as amended by Federal Law dated May 5, 2014 N 99-FZ)
4. The share of a participant in a limited liability company may be alienated before it is fully paid only in the part in which it has already been paid.
5. In the event of the 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 paragraphs 4 and 5 of Article 90 of this Code.
6. Shares in the authorized capital of the company pass 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 who were participants in the company, the transfer of a share that belonged to a liquidated legal entity, its founders (participants) who have proprietary rights to its property or rights of obligation in relation to of this legal entity are permitted only with the consent of the remaining participants 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 give them in kind property corresponding to such value, in the manner and under 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 limited liability company participant from the company

(as amended by Federal Law dated May 5, 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:
A participant’s application to withdraw from the company must be notarized according to the rules provided for by the legislation on notaries for certifying transactions (Federal Law of 02/08/1998 N 14-FZ).

1) filing an application to leave the company, if such a possibility is provided for by the company’s charter;
2) presenting a demand to the company for the company to acquire a share in the cases provided for in 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 to leave the company or submits a demand for the company to acquire 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 corresponding 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. Additional liability 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 limited liability companies (Articles 87 - 90, 92 - 94) apply to previously created additional liability companies.

Article 95. Lost force 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 May 5, 2014 N 99-FZ) on joint-stock companies are applied to closed joint-stock companies.

Article 96. Basic provisions on a joint stock company

1. A joint stock company is a business company whose authorized capital is divided into a certain number of shares; Participants 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 limits of the value of the shares they own.
(as amended by Federal Law dated May 5, 2014 N 99-FZ)
Shareholders who have not fully paid for the shares bear joint liability for the obligations of the joint stock company to the extent of the unpaid portion of the value of the shares they own.
2. The corporate 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 specifics 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 institutions 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 institutions.
(paragraph introduced by Federal Law dated 07/08/1999 N 138-FZ, as amended by Federal Law dated 05/05/2014 N 99-FZ)

Article 97. Public joint stock company

(as amended by Federal Law dated May 5, 2014 N 99-FZ)

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

1. A public joint-stock company (clause 1 of Article 66.3) is obliged to submit information about the company name of the company, containing an indication that such a company is public, for inclusion in the unified state register of legal entities.
A joint stock company has the right to submit information about the company's corporate name, containing an indication that such a company is public, for inclusion in the unified state register of legal entities.
A joint stock company acquires the right to publicly place (by open subscription) shares and securities convertible into its shares, which can be publicly traded on the terms established by securities laws, from the date of entry into the unified state register of legal entities of information about the company's corporate name 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 (clause 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 (clause 4 of Article 65.3), the number of members of which cannot be less than five. The procedure for the formation and competence of the said collegial management body are determined by the law on joint stock companies and the charter of the public joint stock company.
4. Responsibilities for maintaining the register of shareholders of a public joint-stock company and performing the functions of the counting commission are carried out by an organization that has a license provided for by law.
(as amended by Federal Law dated June 29, 2015 N 210-FZ)
5. In a public joint stock company, the number of shares owned by one shareholder, their total par value, as well as the maximum number of votes granted 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 shares of this company. No one can be granted the right of pre-emption to acquire shares of a public joint-stock company, except for the cases provided for in paragraph 3 of Article 100 of this Code.
The charter of a public joint stock company cannot assign to the exclusive competence of the general meeting of shareholders the resolution of 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 required by law.
7. Additional requirements for the creation 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.

Article 98. Creation of a joint stock company
(as amended by Federal Law dated May 5, 2014 N 99-FZ)

1. The founders of a joint-stock company enter into an agreement among themselves defining the procedure for their joint activities to create the company, the size of the authorized capital of the company, the categories of shares issued and the procedure for their placement, as well as other conditions provided for by the law on joint-stock companies.
The agreement on the establishment of a joint stock company is concluded in writing by drawing up one document signed by the parties.
(as amended by Federal Law dated May 5, 2014 N 99-FZ)
2. The founders of a joint stock company bear joint liability for obligations that arose before the registration of the company.
The company is liable for the obligations of the founders associated with 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 and location, conditions about the categories of shares issued by the company, their nominal value and quantity, the size of the company's authorized capital, the rights of shareholders, the composition and competence of the company's bodies and the procedure for their decision-making, in including on issues on which decisions are made unanimously or by a qualified majority of votes. The charter of a joint stock company must also contain other information provided by law.
(as amended by Federal Law dated May 5, 2014 N 99-FZ)
4. The procedure for performing other actions to create a joint-stock company, including the competence of the constituent meeting, 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 in the event that one shareholder acquires all the shares of the company. Information about this must be entered into the unified state register of legal entities.
A joint stock company cannot have another business company consisting of one person as its sole participant, unless otherwise provided by law.
(Clause 6 as amended by Federal Law dated 05.05.2014 N 99-FZ)

Article 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. It is not permitted to release a shareholder from the obligation to pay for the company's shares.
Payment for additional shares placed by the company by offsetting claims against the company is permitted in cases provided for by the law on joint stock companies.
(clause 2 as amended by Federal Law dated December 27, 2009 N 352-FZ)
3. An open subscription for shares of a joint-stock company is not allowed until the authorized capital is paid in full. When establishing a joint stock company, all 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 a joint-stock company turns out to be less than its authorized capital, the company, in the manner and within the time 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 authorized capital. If the value of the specified assets of the company becomes less than the minimum amount of authorized capital determined by law, the company is subject to liquidation.
(Clause 4 as amended by Federal Law dated 05.05.2014 N 99-FZ)
5. The law or the charter of a non-public company may establish restrictions on the number, total par value of shares or the maximum number of votes belonging to one shareholder.
(as amended by Federal Law dated May 5, 2014 N 99-FZ)

Article 100. Increasing 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 its authorized capital by increasing the par value of shares or issuing additional shares.
(as amended by Federal Law dated May 5, 2014 N 99-FZ)
2. An increase in the authorized capital of a joint-stock company is allowed after it has been fully paid.

3. In cases and in accordance with the procedure provided for by the law on joint stock companies, shareholders and persons who own securities of the company convertible into its shares may be granted a pre-emptive right to purchase additional shares issued by the company or securities convertible into shares.
(clause 3 as amended by Federal Law dated 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 its 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 dated May 5, 2014 N 99-FZ)
Reduction of the authorized capital of a company is permitted after notification of all its creditors in the manner prescribed 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 dated December 27, 2009 N 352-FZ)
The rights and obligations of creditors of credit organizations and non-credit financial organizations created in the organizational and legal form of a joint stock company are also determined by the laws governing the activities of such organizations.
(as amended by Federal Law dated May 5, 2014 N 99-FZ)
2. Reducing the authorized capital of a joint-stock company by purchasing and redeeming part of the shares is permitted if such a possibility is provided for in the company’s charter.

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

Note:
Preferred shares purchased using the 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 share of preferred shares (par value of outstanding preferred shares). 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 subject to the provisions of Federal Law dated July 18, 2009 N 181-FZ (clause 2 of Article 11 of Federal Law dated July 18, 2009 N 181-FZ).

1. The share of preferred shares in the total authorized capital of the joint-stock company should not exceed twenty-five percent. At the same time, a public joint stock company does not have the right to place preferred shares, the par value of which is lower than the par value of ordinary shares.
(as amended by Federal Law dated May 5, 2014 N 99-FZ)
2. Invalid as of September 1, 2014. - Federal Law of 05.05.2014 N 99-FZ.
3. A joint stock company does not have the right 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 will become less than their size as a result of the payment of dividends;
in other cases provided for by the law on joint stock companies.
(paragraph introduced by Federal Law dated 05.05.2014 N 99-FZ)

Article 103. Lost force on September 1, 2014. - Federal Law of 05.05.2014 N 99-FZ.

Article 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 reorganization and liquidation of a joint stock company are determined by law.
(as amended by Federal Law dated May 5, 2014 N 99-FZ)
2. A joint stock company has the right to transform into a limited liability company, business partnership or production cooperative.
(Clause 2 as amended by Federal Law dated 05.05.2014 N 99-FZ)

Note:
On affiliation and subsidiary business company, see articles 53.2 and 67.3 of this document.

7. Subsidiaries and dependent companies

Articles 105 - 106. No longer in force on September 1, 2014. - Federal Law of 05.05.2014 N 99-FZ.

8. Production cooperatives

(introduced by Federal Law dated May 5, 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, marketing 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 association of property share contributions by its members (participants). The law and 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 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, conditions on the amount of share contributions of members of the cooperative, the composition and procedure for making share contributions by members of the cooperative and their responsibility for violating the obligation to make share contributions, the nature and procedure of labor participation of its members in the activities of the cooperative and about their responsibility for violating the obligation to take personal labor participation in the activities of the cooperative, about the procedure for distributing profits and losses of the cooperative, the amount and conditions of subsidiary liability of its members for the obligations of the cooperative, about the composition and competence of the bodies of the cooperative and the procedure for acceptance their decisions, including on issues on which decisions are made unanimously or by a qualified majority of votes.
3. The corporate 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 should not be less than five.

Article 106.3. Property of a production cooperative

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 owned by the cooperative constitutes indivisible funds used for the purposes determined by the charter.
The decision on the formation of indivisible funds is made 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 moment of state registration of the cooperative.
3. The profit of a production cooperative is 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 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. Only members of the cooperative can be members of the board of a production cooperative and the chairman of the cooperative.
3. A member of a production cooperative has one vote when making decisions at 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 has the right to leave the cooperative at his own discretion. In this case, he must be paid the value of the share or must be given property the value of which corresponds to the value of his share, and other payments provided for by the charter of the cooperative must also be made.
Payment of the value of a share or issuance of other property to a leaving member of the cooperative is made at the end of the financial year and 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 failure to fulfill or improper performance of the duties assigned to him by the charter of the cooperative, as well as in other cases provided for 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 thereof to another member of the cooperative, unless otherwise provided by law and the charter of the cooperative.
Transfer of a share or part thereof to a citizen who is not a member of the cooperative is permitted with the consent of the general meeting of members of the cooperative. In this case, other members of the cooperative have a preemptive right to purchase such 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. Foreclosure of a share of a member of a production cooperative for the debts of a member of the cooperative is allowed only if there is insufficient other property to cover such debts in the manner established by law and the charter of the cooperative. Collection of debts of a cooperative member cannot be applied to the indivisible funds of the cooperative.

Article 106.6. Transformation of the production cooperative

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

Note:
On production cooperatives, see subparagraph 8 of paragraph 2 of chapter 4 of this document.

Definition of the concept

Operating principles

Types of business entities

Forms of joint stock companies

Rights

Responsibilities

Work organization

conclusions

Article 66 of the Civil Code of the Russian Federation. Basic provisions on business partnerships and companies (current version)

Commentary to Art. 66 Civil Code of the Russian Federation

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

Limited liability company and additional liability company. Features of their legal status

Joint stock companies

Producer cooperatives

§ 2. Commercial corporate organizations

1. General provisions on business partnerships and companies

2. General partnership

3. Partnership of Faith

3.1. Peasant (farm) economy

4. Limited liability company

5. Additional liability company

6. Joint stock company

7. Subsidiaries and dependent companies

8. Production cooperatives

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