federal law on limited liability companies1

8/10/2019 Federal Law on Limited Liability Companies1

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FEDERAL LAW

ON LIMITED LIABILITY COMPANIES

April 2009

2009

GLOBAL LAW FIRM

RUSSIA PRACTICE

Moscow OfficeSadovaya Plaza, 11th Floor7 Dolgorukovskaya Street

Moscow, Russia 127006Tel.: +7 495 787 2700Fax: +7 495 787 2701

E-mail: [email protected]

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Translation note

As inevitable with any translation, this translation has discrepancies between the English and theoriginal Russian text which arise from the differences between everyday usage and legal terms,and grammatical structure. In some cases, we have chosen to use Anglo-American legal terms andgrammatical structure. In other cases, when a Russian legal term of art does not translate easilyinto English, we have used a term which, in our opinion, best suits the context. Readers of the trans-lation should bear in mind, however, that such terms, both English and Russian, may carry a rangeof assumptions and inferences that might not exist in the other language. Ultimately, reference tothe Russian original is necessary.

While we believe that this translation of the Federal Law On Limited Liability Companies is themost accurate and readable yet produced, if a substantive error exists in the translation which is notexplained by the above comments, please contact us.

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Unofficial translation provided by Baker&McKenzie. Baker & McKenzie 2 009


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FEDERAL LAWON LIMITED LIABILITY COMPANIES

Passed by the State Duma on January 14, 1998Approved by the Federation Council on January 28, 1998

(as amended on Juy 11, 1998, December 31, 1998, March 21, 2002,

December 29, 2004, July 27, 2006, December 18, 2006, April 29, 2008,October 27, 2008, December 30, 2008*)

14 1998 28 1998

( 11 1998 ., 31 1998 ., 21 2002 .,29 2004 ., 27 2006 ., 18 2006 ., 29 2008 .,

27 2008 ., 30 2008 .*)

, 1 2009 * In effect as of July 1, 2009

Federal Law On Limited Liability Companies


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I.

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2.

3. 4.

5.

6. 7. 8. 9. 10.

II.

11. 12. 13.

III. .

14. .

15.

16.

17.

18. 19.

,

20.

21.

22.


Table of Contents

Translation Note


Chapter I. GENERAL PROVISIONS

Article 1. Relationships Regulated by This FederalLaw

Article 2. Basic Provisions Concerning LimitedLiability Companies

Article 3. Company LiabilityArticle 4. Company Name and Location

Article 5. Company Branches and RepresentativeOffices

Article 6. Subsidiary and Dependent CompaniesArticle 7. Company ParticipantsArticle 8. Rights of Company ParticipantsArticle 9. Obligations of Company ParticipantsArticle 10. Expulsion of Company Participant

Chapter II. COMPANY ESTABLISHMENT

Article 11. Procedure for Company EstablishmentArticle 12. Company Charter Article 13. Company State Registration

Chapter III. COMPANY CHARTER CAPITAL.COMPANY ASSETS

Article 14. Company Charter Capital. ParticipationInterests in Company Charter Capital

Article 15. Payment for Participation Interests inCompany Charter Capital

Article 16. Procedure for Payment for ParticipationInterests in Company Charter Capital atits Establishment

Article 17. Increase of Company Charter Capital

Article 18. Increase in Company Charter CapitalUsing Companys AssetsArticle 19. Increase of Company Charter Capital by

Way of Additional Contributions of Company Participants and Contributionsof Third Parties Newly Admitted toCompany

Article 20. Decrease of Companys Charter Capital

Article 21. Transfer of Company Participant'sParticipation Interest or Portion Thereof in Company Charter Capital to Other Company Participants and Third Parties

Article 22. Pledge of Participation Interests inCompany Charter Capital

3

4

8

8

9

1011

12

1314151718

18

182022

22

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25

26

26

27

31

34

47


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Article 44. Liability of Members of Company Boardof Directors (Supervisory Board), SoleExecutive Body, Members of CompanyCollective Executive Body, and theManager

Article 45. Interest in Execution of Transaction byCompanyArticle 46. Major TransactionsArticle 47. Company Internal Audit Commission

(Internal Auditor)Article 48. Company External AuditArticle 49. Public Reporting by CompanyArticle 50. Keeping of Company Documents

Chapter V. COMPANY REORGANIZATIONAND LIQUIDATION

Article 51. Company ReorganizationArticle 52. Consolidation of CompaniesArticle 53. Company Merger Article 54. Company Split-UpArticle 55. Company Spin-Off Article 56. Company TransformationArticle 57. Company LiquidationArticle 58. Distribution of Assets of Company Being

Liquidated Among its Participants

Chapter VI. FINAL PROVISIONS

Article 59. Coming Into Force of This Federal Law

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51. 52. 53. 54. 55. 56. 57. 58.

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97

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Passed by the State Dumaon January 14, 1998

Approved by the Federation Councilon January 28, 1998

(as restated by Federal Laws No. 96-FZ datedJuly 11, 1998, No. 193-FZ dated December 31,

1998, No. 31-FZ dated March 21, 2002, No.192-FZ dated December 29, 2004, No. 138-FZ

dated

July 27, 2006, No. 231-FZ dated December 18,2006, No. 58-FZ dated April 29, 2008, and No. 312-FZ dated December 30, 2008 and as

amended by the Federal Laws No. 175-FZdated October 27, 2008)

Chapter I. GENERAL PROVISIONS

Article 1. Relationships Regulated by This

Federal Law1.This Federal Law defines, in accordance withthe Civil Code of the Russian Federation, thelegal status of a limited liability company, therights and obligations of its participants, as wellas the procedures for its establishment, reorga-nization, and liquidation.

2.The specifics of the legal status and procedu-res for the establishment, reorganization, and li-

quidation of limited liability companies in thefields of banking, insurance, investment, and ag-ricultural production are determined by federallaws.

3.Relationships involving execution by foreigninvestors or by a group of persons including aforeign investor of transactions with participa-tion interests comprising the charter capital of alimited liability company of strategic signifi-cance for national defense and security and withgaining control over such companies by foreign

-

14 1998

28 1998

( . 11.07.1998 N 96-, 31.12.1998 N 193-, 21.03.2002 N 31-, 29.12.2004 N 192-,

27.07.2006 N 138-, 18.12.2006 N 231-, 29.04.2008 N 58-, 30.12.2008 N 312-,

., 27.10.2008 N 175-)

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investors or by a group of persons including aforeign investor are subject to the Federal LawOn Procedures for Foreign Investment in Busi-ness Companies of Strategic Significance for National Defense and Security.(Article 1.3 added by Federal Law No. 58-FZ

dated April 29, 2008)

Article 2. Basic Provisions ConcerningLimited Liability Companies

1. A limited liability company (hereinafter - a

company) is a business company established by one or more persons, the charter capital of which is divided into participation interests; par-ticipants of a company are not liable for thecompanys obligations and bear the risk of los-ses associated with the companys activities tothe extent of the value of their respective parti-cipation interests in the companys charter capi-tal.Those company participants who have not paidfor their participation interests in full are jointly

and severally liable for the companys obliga-tions to the extent of the value of the unpaid por-tions of their participation interests.(as restated by Federal Law No. 312-FZ dated

December 30, 2008)

2. A company owns assets which must be recor-ded on its balance sheet, and may, in its ownname, acquire and exercise property and perso-nal rights, assume obligations, and act as a pla-intiff or a defendant in court.

A company may have such civil rights and as-sume such civil obligations as may be necessaryto conduct any types of activities, which are not prohibited by federal laws, unless such rightsand obligations contradict the scope and purpo-ses of the companys activities, as expressly li-mited by its charter.A company may engage in certain types of acti-vities, the list of which is set forth by a federallaw, solely by virtue of a special authorization

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(license). If obtaining of such authorization (li-cense) for a certain type of activities is condi-tional upon the latter being the companys sole business, the company is allowed, within theterm of such special authorization (license), toengage only in those types of activities which

are provided for in the special authorization (li-cense), as well as auxiliary activities.

3. A company is deemed established as a legalentity as from the date of its state registration inthe manner prescribed by the federal law on thestate registration of legal entities.

A company is established for an unlimited term,unless otherwise is provided for in the companycharter.4. A company may open bank accounts in andoutside of the Russian Federation in the prescribed manner.

5. A company must have a round seal bearing itsfull name in Russian and indicating the compa-nys location. The companys seal may also fea-ture its name in the language of any ethnic

groups inhabiting the Russian Federation and/or in any foreign language.

A company may have stamps and letterheads bearing its name, and may have its own logo, aswell as a duly registered trademark and other means of individualization.

Article 3. Company Liability

1. A company is liable for its obligations to theextent of all its assets.

2. A company is not liable for the obligations of its participants.3. If a companys insolvency (bankruptcy) oc-curs through the fault of its participants or other persons entitled to issue instructions which are binding on the company or who are otherwise ina position to determine the companys course of action, such participants or such other persons

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may be held subsidiary liable for the obligationsof the company if its own assets prove insuffici-ent.4. The Russian Federation, its constituent terri-tories, and municipalities are not liable for theobligations of a company, nor is the company li-

able for the obligations of the Russian Federa-tion and of its constituent territories andmunicipalities.

Article 4. Company Name and Location

1. A company must have a full name and mayhave an abbreviated name in Russian. A com-

pany may also have a full and/or abbreviatedname in the language of the ethnic groups inhabiting the Russian Federation and/or in any fo-reign language.

The full name of a company in Russian must becomprised of its full name itself and the words [limitedliability company]. The company's abbreviatedname in Russian must be comprised of its full or abbreviated name itself and the words

[limited liability company] or their abbreviation [LLC].The names of a company in Russian and in thelanguages of the ethnic groups inhabiting theRussian Federation may incorporate any borro-wings from foreign languages, as transliteratedin Russian or in the languages of the ethnic gro-ups inhabiting the Russian Federation, unlesssuch terms and abbreviations represent the companys corporate form.(as restated by Federal Law No. 231-FZ dated

December 18, 2006)Further requirements to a company name areestablished by the Civil Code of the Russian Fe-deration.(paragraph added by Federal Law No. 231-FZ dated December 18, 2006)2. The location of a company is determined bythe place of its state registration.(as restated by Federal Law No. 31-FZ dated

March 21, 2002)

3. Deleted by Federal Law No. 31-FZ dated

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March 21, 2002.

Article 5. Company Branches and Represen-tative Offices

1. A company may establish branches and open

representative offices by decision of the compa-nys general participants meeting passed by atleast two-thirds majority vote of the total number of votes held by the company participants,unless a greater majority vote for such decisionsis required by the company charter.

The establishment of branches and opening of representative offices by a company on the ter-ritory of the Russian Federation must be carried

out in accordance with the requirements of thisFederal Law and other applicable federal laws,and outside the territory of the Russian Federa-tion in accordance with the applicable legisla-tion of the foreign jurisdiction where such branches or representative offices are establis-hed or opened, respectively, unless otherwise is provided for in the international agreements towhich the Russian Federation is a party.2. A companys branch is its separate subdivi-sion which is situated outside the companys

place of location and performs all or any of thecompanys functions, including those of a representative office.3. A companys representative office is its sepa-rate subdivision which is situated outside thecompanys place of location and represents and protects the companys interests.

4. Companys branches and representative offi-ces are not considered as legal entities and ope-rate by virtue of regulations approved by the

company. The company allocates assets to its branches and representative offices.

The managers of a companys branches and representative offices are appointed by the company, and act by virtue of a power of attorneyissued by the company.A companys branches and representative offi-ces act on behalf of the company. The companyis liable for the operations of its branches andrepresentative offices.

21.03.2002 N 31-.

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5. The charter of a company must contain infor-mation on its branches and representative offi-ces. The state authority responsible for the stateregistration of legal entities must be notified of the amendments incorporated into the companycharter reflecting changes to the information

about its branches and representative offices.These amendments to the company charter be-come effective for third parties with the notifi-cation of the authority responsible for the stateregistration of legal entities of such amend-ments.

Article 6. Subsidiary and Dependent Compa-nies

1. A company may have subsidiary and depen-

dent business companies vested with the rightsof a legal entity established on the territory of the Russian Federation in accordance with thisFederal Law and other applicable federal laws,and outside the Russian Federation also in ac-cordance with the applicable legislation of theforeign jurisdiction where the respective subsi-diary or dependent business company is organi-zed, unless otherwise is provided for in theinternational agreements to which the RussianFederation is a party.

2. A company is deemed subsidiary if the other (i.e., parent) company or partnership is in a po-sition to determine the decisions made by suchsubsidiary company by virtue of holding a cont-rolling participation interest in the latters char-ter capital, under an agreement between them,or otherwise.

3. A subsidiary company is not liable for thedebts of the parent company or partnership.

The parent company or partnership which is en-titled to issue binding instructions to a subsidiaryis jointly and severally liable with the such sub-sidiary under the transactions entered into by thesubsidiary company pursuant to such instruc-tions.If the insolvency (bankruptcy) of a subsidiarycompany results from the fault of the parentcompany or partnership and should the subsi-diarys own assets prove insufficient, the parentcompany or partnership shall be subsidiary li-

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able for the debts of the subsidiary company.A subsidiary companys participants are entitledto demand from the parent company or part-nership the reimbursement for the losses incur-red by the subsidiary company due to the fault of the parent company or partnership.

4. A company is deemed dependent if another (i.e. controlling, participating) business company owns more than twenty percent (20%) of its charter capital.

Upon the acquisition of more than twenty per-cent (20%) of the voting shares in a joint stock company or more than twenty percent (20%) of the charter capital of another limited liabilitycompany, a company must promptly publish arelevant announcement in a periodical where the

information on the state registration of legal en-tities is published.

Article 7. Company Participants

1. Both individuals and legal entities may be participants of a company.A federal law may prohibit or restrict participa-tion in companies for specific categories of in-dividuals.

2. State and municipal bodies may not be parti-cipants of a company, unless otherwise is provi-ded for in a federal law.

A company may be established by a single per-son who will then become its sole participant. Acompany may later become a company with thesole participant.A company may not have as its sole participantanother company comprised of a single person.

The provisions of this Federal Law apply tocompanies with the sole participant, unless ot-herwise is provided for hereunder or contradictsthe substance of the relevant relationships.

3. The number of participants of a company maynot exceed fifty (50).Should the number of the company participantsexceed the limit set in this Article 7.3, the company must be transformed into an open jointstock company or into a production cooperative

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within one year. Unless the company undergoessuch transformation and the number of its parti-cipants decreases so as to comply with the limitset in this Article 7.3 within the period prescribed, the company will become subject to liqui-dation through judicial proceedings at the claim

of the authority responsible for the state regi-stration of legal entities or of any other state or local authorities entitled to bring such claimsunder a federal law.

Article 8. Rights of Company Participants

1. Company participants are entitled:to participate in the management of the company

in the manner established by this Federal Lawand the company charter;(as restated by Federal Law No. 312-FZ dated

December 30, 2008)to receive information about the companys ope-rations and to have access to its books and re-cords and other documents in the manner established by its charter;(as restated by Federal Law No. 312-FZ dated

December 30, 2008)to participate in the distribution of the compa-

nys profits;to sell or otherwise dispose of their participationinterests or portions thereof in the companyscharter capital to one or more of its other parti-cipants or to any other person in the manner established by this Federal Law and the company charter;(as restated by Federal Law No. 312-FZ dated

December 30, 2008)

to withdraw from the company by virtue of the

disposal of their participation interests to thecompany if permitted by the company charter or to require that the company should acquire their participation interests when so provided for inthis Federal Law;(as restated by Federal Law No. 312-FZ dated

December 30, 2008)and should the company be liquidated, to receiveeither a portion of its assets remaining after thesettlement with its creditors or the value of suchassets.Company participants also have other rights as

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provided for in this Federal Law.

2. In addition to the rights provided for by thisFederal Law, the charter of a company maygrant other (i.e. additional) rights to its participant(s). Such rights may be set out in the com-

pany charter at the companys establishment or subsequently granted to its participant(s) by adecision of the companys general participantsmeeting passed by all company participants una-nimously.

The additional rights granted to a particular company participant do not pass to the acquirer of the participation interest of such participantor a portion thereof, should such participationinterest or the portion thereof be disposed of.

(as restated by Federal Law No. 312-FZ dated December 30, 2008)The termination or restriction of any of the ad-ditional rights granted to all company participants is subject to a decision of the companysgeneral participants meeting passed by all company participants unanimously. The terminationor restriction of any of the additional rights gran-ted to a particular company participant is subject to a decision of the companys general participants meeting passed by at least two-

thirds majority vote of the total number of votesheld by the company participants, provided thatthe holder of such additional rights votes infavor of, or gives its written consent to, such de-cision.

A company participant who has been granted ad-ditional rights may waive such rights by a writ-ten notice to the company. Upon the receipt of such notice by the company, the additional rights

of such companys participant are deemed ter-minated.

3.The companys founders (participants) mayenter into an agreement on the exercise of their rights as the company participants, whereby theyundertake to exercise and/or to refrain fromexercising their rights in a certain manner, inter alia, to vote at the companys general participants meetings in a certain manner, to agreeupon voting options with other participants, to

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sell their participation interests or portions the-reof at a certain price as fixed in the agreementand/or upon the occurrence of certain conditionsor to refrain from disposing their participationinterests or portions thereof pending the occur-rence of certain conditions, and to take other

concerted actions associated with the manage-ment, establishment, operations, reorganization,and liquidation of the company. The agreementis to be in writing and to be made through theexecution of a single document signed by the parties.(Article 3 added by Federal Law No. 312-FZ dated December 30, 2008)

Article 9. Obligations of Company Partici-

pants1. Company participants are obliged:to pay for their participation interests in the man-ner, amount, and within the period prescribed inthis Federal Law and in the companys founda-tion agreement ; and(as restated by Federal Law No. 312-FZ dated

December 30, 2008)not to disclose any confidential informationabout the companys operations.

Company participants also bear other obliga-tions imposed by this Federal Law.

2. In addition to the obligations imposed by thisFederal Law, the charter of a company may pro-vide for other obligations (i.e. additional obliga-tions) of the company participant(s). Suchobligations may be set out in the company char-ter at the companys establishment or imposedon all company participants by a decision of thecompanys general participants meeting passed

by all company participants unanimously. Theimposition of any additional obligations on any particular company participant is subject to a de-cision of the companys general participantsmeeting passed by at least two-thirds majorityvote of the total number of votes held by thecompany participants, provided that the participant to bear such additional obligations votes infavor of, or gives its written consent to, such de-cision.

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The additional obligations imposed on a parti-cular company participant do not pass to any ac-quirer of the participation interest of such participant or a portion thereof, should such the participation interest or the portion thereof be

disposed.(as restated by Federal Law No. 312-FZ dated December 30, 2008)Any additional obligations may be terminated by a decision of the companys general participants meeting passed by all company participants unanimously.

Article 10. Expulsion of Company Partici-pant

Those company participants whose participationinterests represent, in aggregate, at least ten per-cent (10%) of the companys charter capitalhave the right to demand in court the expulsionfrom the company of any participant whogrossly breaches its obligations or whose acts or omissions have made the activity of the company impossible or substantially hinder it.

Chapter II. COMPANY ESTABLISHMENT

Article 11. Procedure for Company Esta-blishment(as restated by Federal Law No. 312-FZ dated

December 30, 2008)

1. A company is established by a decision of itsfounder(s). The decision on the companys establishment is passed by the meeting of the company founders. Should a company have a singlefounder, the latter, acting solely, passes a reso-

lution on the companys establishment.

2.The decision on a companys establishmentshall reflect the voting results of the companyfounders and the decisions passed on the issuesof the companys establishment, approval of itscharter, the election or appointment of the companys governing bodies, and the formation of its internal audit commission or the election of the companys internal auditor, if the formationof such bodies is provided for by the companycharter or is obligatory pursuant to this Federal

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Law.At the companys establishment, its founder(s)may or, if applicable legislation requires that thecompany should be subject to external audits,must approve an external auditor.

Should a company be established by a sole fo-under, the decision on the companys establish-ment must determine the size of its charter capital, the procedure and period for its pa-yment, and the size and nominal value of the fo-unders participation interest.3. The decisions on the establishment of a company, approval of the company charter, appro-val of the monetary value of the securities, other assets, property rights, or other rights having

monetary value, which are to be contributed bythe company founders as the payment for their participation interests in its charter capital, are passed by the company founders unanimously.4. The decisions on the election of the governing bodies of a company, the formation of its inter-nal audit commission or the election of its inter-nal auditor, and the approval of its externalauditor are passed by at least three-fourths maj-ority vote of the total number of votes held bythe company founders.

Unless the size of the participation interest of each of the companys founders is already de-termined by the time of the election of its go-verning bodies, the formation of its internalaudit commission or the election of its internalauditor and the approval of its external auditor,each company founder has one vote during vo-ting.5. The founders of a company enter into a fo-undation agreement in writing, which shall setforth terms of their joint activities towards fo-

undation of the company, the size of the compa-nys charter capital, the size and nominal valueof the participation interest of each of the company founders, and the amount of contributions payable for such participation interests and pro-cedure and term for their payment.The foundation agreement of a company is notconsidered as its constitutional document.

6. The founders of a company are jointly and se-verally liable for their obligations related to theestablishment of the company and arising prior

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to its state registration. The company is liablefor its founders obligations connected with itsestablishment only if the founders actions aresubsequently approved by the companys gene-ral participants meeting. The companys resul-ting liability may under no circumstances

exceed one-fifth of its paid-in charter capital.

7.The specifics of the establishment of a company with foreign equity participation are pro-vided by a federal law.8.The information on the size and nominal valueof the participation interest of each company participant is subject to inclusion into the uni-fied state register of legal entities in accordancewith the federal law on the state registration of

legal entities. The information to be included atthe companys establishment on the nominal va-lues of the participation interests of the company participants is determined on the basis of the re-spective provisions of its foundation agreementor its sole founders resolution, including in thecases where the participation interests have not been paid in full and are subject to payment inthe manner and within the periods prescribed bythis Federal Law.

Article 12. Company Charter(as restated by Federal Law No. 312-FZ dated December 30, 2008)

1. The charter of a company is considered as itsconstitutional document.(Article 1 restated by Federal Law No. 312-FZ dated December 30, 2008)2. The charter of a company must provide for the following:the full and abbreviated names of the company;

the companys place of location;the composition of the companys bodies andtheir competence, including the matters fallingwithin the exclusive competence of the compa-nys general participants meeting and procedu-res for decision-making by the companys bodies, including issues to be decided unanimo-usly or by a qualified majority vote;

the size of the companys charter capital;

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the rights and obligations of the company parti-cipants;the procedure for, and the consequences of, a participants withdrawal from the company if the right to withdraw from the company is pro-vided for by the company charter;

(as restated by Federal Law No. 312-FZ dated December 30, 2008)the procedure for the transfer of a participationinterest or a portion thereof in the companyscharter capital to another person;(as restated by Federal Law No. 312-FZ dated

December 30, 2008)the terms for keeping the companys documentsand for providing information by the companyto company participants and third parties, and

other information as required by this FederalLaw.The charter of a company may also include suchother provisions as do not contradict this Fede-ral Law and other applicable federal laws.

3. Should a company participant, external audi-tor, or any interested party so request, the company must provide them, within a reasonable period, with the opportunity to familiarize withits charter and amendments thereto. At the re-

quest of a company participant, the companymust provide such participant with a copy of thecompany charter then in effect. The fee charged by the company for providing such copies maynot exceed the cost of their production.(as restated by Federal Law No. 312-FZ dated

December 30, 2008)

4. Amendments to the charter of a company aremade by a resolution of the companys general participants meeting.(as restated by Federal Law No. 312-FZ dated

December 30, 2008 )Any amendments made to the charter of a company are subject to state registration in accor-dance with the procedure for companyregistration prescribed by Article 13 hereof.(as restated by Federal Law No. 312-FZ dated

December 30, 2008)

The amendments made to the charter of a company become effective for third parties as fromthe state registration of such amendments or, in

;

, - ;

( . 30.12.2008 N 312-) - ;( . 30.12.2008 N 312-) - - ;

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. . , - , -.( . 30.12.2008 N 312-)4. -.( . 30.12.2008 N 312-), , - , 13 - .( . 30.12.2008 N 312-), , , ,


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the cases provided for in this Federal Law, uponthe notification of the authority responsible for the state registration.(as restated by Federal Law No. 312-FZ dated

December 30, 2008)

5. Lost effect on July 1, 2009 - Federal Law No.312-FZ dated December 30, 2008

Article 13. Company State Registration

A company is subject to state registration by theauthority responsible for the state registration of legal entities in accordance with the procedure prescribed by the federal law on the state regi-stration of legal entities.

Chapter III. COMPANY CHARTER CAPI-TAL. COMPANY ASSETS

Article 14. Company Charter Capital. Parti-cipation Interests in Company Charter Capi-tal

1. The charter capital of a company is comprisedof the nominal values of its participants partici-

pation interests.The charter capital of a company must amountto at least ten thousand Russian rubles (RUR 10,000).(as restated by Federal Law No. 312-FZ dated

December 30, 2008)The size of the charter capital of a company andthe nominal value of the participation interestsof its participants are expressed in Russian rub-les.The charter capital of a company determines the

minimum amount of its assets guaranteeing theinterests of its creditors.2. The size of the participation interest in thecharter capital of a company held by a company participant is expressed as a percentage or a frac-tion. The size of a company participants parti-cipation interest must represent the ratio of thenominal value of the participants participationinterest to the companys charter capital.The actual value of the participation interest of a company participant corresponds to that por-tion of a companys net assets value which is

-, , - .( . 30.12.2008 N 312-)

5. c 1 2009 . - - 30.12.2008 N 312-.

13.

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. III. -.

14. .

1. -

. .( . 30.12.2008 N 312-)

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- ,



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proportional to the size of the participants par-ticipation interest.3. The charter of a company may limit the ma-ximum size of the participation interest of acompany participant. The company charter mayrestrict the possibility of changing the ratio bet-

ween the company participants participation in-terests. Such restrictions may not be imposedonly on certain company participants. The re-spective provisions may be included in the company charter at its establishment or subsequentlyadded to, or modified, or deleted from the company charter by a resolution of the companysgeneral participants meeting passed by all company participants unanimously.

If the charter of a company contains any restric-

tions specified in this Article 14.3, the party ha-ving acquired a participation interest in thecompanys charter capital in breach of any of therelevant requirements of this Article 14.3 and thecorresponding provisions of the company char-ter may only vote at a companys general parti-cipants meeting with that portion of its participation interest which does not exceed themaximum size of a participation interest thatmay belong to a company participant.(The paragraph added by Federal Law No. 312-

FZ dated December 30, 2008)

Article 15. Payment for Participation Inte-rests in Company Charter Capital(as restated by Federal Law No. 312-FZ dated

December 30, 2008)

1. Payment for participation interests in the char-ter capital of a company may be in the form of cash, securities, other property, or propertyrights, and other rights having monetary value.

2. The monetary value of in-kind contributionsto be made in payment for participation interestsin the charter capital of a company is subject toapproval by a decision of the companys general participants meeting passed by all company par-ticipants unanimously.If the nominal value, or an increase in the nomi-nal value, of the participation interest of a company participant in its charter capital, which isto be paid for in kind, exceeds twenty thousandRussian rubles (RUR 20,000), such in-kind

.

3. -. -

. . - -, , -, - . ,

, , , - , - , - .(

30.12.2008 N 312-)

15. - ( . 30.12.2008 N 312-)

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contribution must be appraised by an indepen-dent appraiser. The nominal value, or the in-crease in the nominal value, of the participants participation interest paid for in kind may notexceed the value of such contribution as deter-mined by the independent appraiser.

Where participation interests in the charter capital of a company were paid for in kind, its par-ticipants and the independent appraiser, in theevent that the assets of the company prove in-sufficient, jointly and severally bear subsidiaryliability for the companys obligations to the ex-tent by which the value of such in-kind paymentwas overstated, for three years since the compa-nys state registration or incorporation of theamendments to its charter, as provided by Ar-

ticle 19 of this Federal Law.

The charter of a company may specify thosetypes of assets which may not be used for the purposes of payment for a participation interestin its charter capital.3. Should a companys right to use certain assets be terminated prior to the expiry of the periodfor which the assets were transferred for use tothe company in payment for its participation in-

terest, the company participant having transfer-redhe assets must provide the company, if sorequested by the latter, with a monetary [cash]compensation equal to the price payable for theuse of such assets on similar terms for the re-mainder of the above period. Such monetarycompensation must be paid in a lump sum andwithin a reasonable period upon submission of the relevant request by the company, unless adifferent procedure for paying the compensationis determined by a decision of the companys ge-

neral participants meeting. Such decision of thecompanys general participants meeting is pas-sed without counting the votes held by the company participant who transferred the prematurely terminated right to use the propertyto the company in payment for that participants participation interest.The foundation agreement of a company or ina company with a sole founder the latters re-solution on the companys establishment may provide for other means and procedures for the provision of compensation by the company par-

. - - , , - ,

. - - - , - - -

19 . , - .3. , -

, , -, , - . - - ,

. - - , , . -



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ticipant upon the early termination of the assetsuse right transferred by such participant to thecompany in payment for its participation inte-rest in the company's charter capital.If the compensation is not provided in due time,the participation interest in the companys char-

ter capital or a portion thereof proportional tothe outstanding amount (value) of the compen-sation transfers to the company. Such participa-tion interest or a portion thereof must betrasferred by the company in the manner andwithin the period prescribed in Article 24 of thisFederal Law.4. The assets transferred for their use to a company by a company participant as payment for its participation interest remain in the companysuse after such participants withdrawal or ex-

pulsion from the company until the expiry of the period for which the assets were transferred, un-less otherwise is provided for in the companysfoundation agreement.

Article 16. Procedure for Payment for Parti-cipation Interests in Company Charter Capi-tal at its Establishment(as restated by Federal Law No. 312-FZ dated

December 30, 2008)

1. Each company founder must pay for its parti-cipation interest in the companys charter capi-tal in full within the period prescribed in thecompanys foundation agreement or in a company with a sole founder in the latters resolu-tion on the companys establishment, which maynot exceed one year after the companys state re-gistration. The participation interest of each fo-under of the company may be paid in for the price which may not be less than the participa-tion interests nominal value.

No company founder may be excused from theobligation to pay for its participation interest inthe companys charter capital, whether by wayof set-off of its claims against the company or otherwise.(Article 1 restated by Federal Law No. 312-FZ dated December 30, 2008)2. By the state registration of a company, at leastfifty percent (50%) of its charter capital must be paid up by the founders.

3. Failing full payment of a participation inte-

, .

, - (), . - , 24 - .4. , - ,

, - , .

16. - -( . 30.12.2008 N 312-)

1. , - - - . - .

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2. -.3. -


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rest in the charter capital of a company withinthe period determined in accordance with Article16.1 of this Federal Law, the unpaid portion of the participation interest is transferred to thecompany. Such portion of the participation inte-rest must be disposed of by the company in the

manner and within the period prescribed by Ar-ticle 24 of this Federal Law.The foundation agreement of a company may provide for a penalty (i.e. a fine and or a latecharge) for failure to pay for a participation in-terest in the companys charter capital.

Unless otherwise provided for in the charter of acompany, the participation interest held by itsfounder grants voting rights to the extent of onlythe paid-for portion of such participation inte-

rest.(Article 3 added by Federal Law No. 312-FZ dated December 30, 2008)

Article 17. Increase of Company Charter Ca-pital

1. An increase of the charter capital of a company may only be made after the companyscharter capital is fully paid up.2. An increase of the charter capital of a com-

pany may be performed using companys ownassets and/or by virtue of additional contribu-tions of its participants and/or (unless prohibi-ted by the company charter) by means of contributions of third parties newly admitted tothe company.

Article 18. Increase in Company Charter Ca-pital Using Companys Assets

1. The charter capital of a company may be in-

creased using its own assets by the decision of the companys general participants meeting pas-sed by at least two-thirds majority vote of thetotal number of votes held by the company par-ticipants, unless a greater majority vote for suchdecisions is required under the company char-ter.

A decision on the increase of the charter capitalof a company using its own assets may only betaken based on the companys financial state-ments for the year immediately preceding that

, 1 , . - ,

24 . (, ) -. , , - .

(. 3 30.12.2008 N 312-)

17. -

1. .

2.

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18. -

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- -, , -. ,



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during which such decision is taken.

2. The amount of an increase of the charter capital of a company using its own assets may notexceed the difference between the companysnet assets value and the total amount of its char-

ter capital plus its reserve fund.3. Should the charter capital of a company be in-creased in accordance with this Article 18, thenominal values of the participation interests of all company participants increase on a pro rata basis, while the sizes of their participation inte-rests remain unchanged.4. The application for the state registration of theamendments to the charter of the company inconnection with an increase of its charter capital

must be signed by a person performing the func-tions of the companys sole executive body. Theapplication confirms the companys compliancewith the requirements set forth in Articles 18.1and 18.2 of this Federal Law.

The above application and the other documentsrequired for the state registration of the amend-ments to the charter of a company in connectionwith an increase of its charter capital and withthe associated changes in the nominal values of

the company participants participation interestsare to be filed with the authority responsible for the state registration of legal entities within one(1) month of the date of the decision on the in-crease of the companys charter capital using itsown assets.Such amendments become effective for third parties upon their state registration.(Article 4 added by Federal Law No. 312-FZ dated December 30, 2008)

Article 19. Increase of Company Charter Ca-pital by Way of Additional Contributions of Company Participants and Contributions of Third Parties Newly Admitted to Company

1. The companys general participants meetingmay resolve to increase the companys charter capital through additional contributions by company participants by at least two-thirds majorityvote of the total number of votes held by thecompany participants, unless a greater majority

, .2. , - -,

.3. - - - .

4. , -

, , - . - 1 2 .

- , - ,

, - , - - . .(. 4 30.12.2008 N 312-)

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by the company charter) an application(s) froma third party(parties) for admission to the company and the acceptance of a contribution(s).Such decision is to be made unanimously by allcompany participants.

The application from a company participant andthat from a third party must indicate the amountand type of the applicants contribution, the pro-cedure and period for making the contribution,and the participation interest that the company participant or the third party would like to ac-quire in the companys charter capital. The application may also contain other conditions of making the contribution and joining the company.

Simultaneously with a decision to increase thecharter capital of a company based upon an application(s) from a company participant(s) for the acceptance of an additional contribution(s),resolutions must be passed to amend the company charter in connection with the resulting in-crease of its companys charter capital, as wellas to increase the nominal value(s) of the parti-cipation interest(s) of the company participant(s)who filed such application(s) for the acceptanceof the additional contribution(s), and (if appli-

cable) to change the sizes of the participation in-terests of the company participants. Suchresolutions must be passed by all company par-ticipants unanimously. The nominal value of the participation interest of each company participant who filed an application for the acceptanceof an additional contribution increases by anamount equal to or less than the value of the par-ticipants additional contribution.(as restated by Federal Law No. 312-FZ dated

December 30, 2008)

Simultaneously with a decision to increase thecharter capital of a company based upon an application(s) from a third party(parties) for ad-mission to the company and for the acceptanceof a contribution(s), resolutions must be passedto admit such third party(parties) to the company, to amend the company charter in connec-tion with the resulting increase of the companyscharter capital, to determine the nominalvalue(s) and size(s) of the participation inte-rest(s) of such third party(parties), and to change

(), - , (- ) . .

- - , , , . - -.

- , - - ,

, - . . - , - , , .( . 30.12.2008 N

312-) - - , - - , ,


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the sizes of the participation interests of thecompany participants. The nominal value of the participation interest acquired by each third party admitted to the company may not exceedthe value of such third partys contribution.(as restated by Federal Law No. 312-FZ dated

December 30, 2008)

Company participants and third parties mustmake their additional contributions within six(6) months of the date of the respective resolu-tions of the companys general participants me-eting set forth in this Article 19.2.(as restated by Federal Law No. 312-FZ dated

December 30, 2008)

2.1. The application for the state registration of the amendments to the charter of a company provided for in this Article 19 must be signed bythe person performing the functions of the companys sole executive body. Such applicationconfirms that the additional contributions have been made in full by the company participants or the third parties respectively. Should the companys assets prove insufficient, the company participants jointly and severally bear subsidiary

liability for the companys obligations to the ex-tent of the outstanding portions of their additio-nal contributions within three (3) years after thestate registration of the relevant amendments tothe company charter.

The above application and other documents re-quired for the state registration of the amend-ments provided for in this Article 19 inconnection with the increase of the charter capi-tal of a company, the increase of the nominal va-

lues of the participation interests of those of its participants who have made additional contributions, the admission of third parties to thecompany, the determination of the nominal va-lues and sizes of their participation interests,and, if applicable, the resulting changes in thesizes of the company participants participationinterests, as well as such documents as are re-quired in order to confirm the completion of theadditional contributions by the company parti-cipants and of the contributions by the third par-ties, must be filed with the authority responsible

-. . - , , -,

.( . 30.12.2008 N 312-) - -.( . 30.12.2008 N

312-)2.1. - - , - . - - . - -

- - - . - ,

, - , , - - , , , , - - ,



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for the state registration of legal entities withinone (1) month of the date of the resolution ap- proving the results of the additional contribu-tions passed by the company participants inaccordance with Article 19.1 of this Federal Lawor the date of the completion of the additional

contributions made by the company participantsor third parties on the basis of their relevant ap- plications.Such amendments become effective for third parties upon their state registration.(Article 2.1 added by Federal Law No. 312-FZ dated December 30, 2008)

2.2. Should the terms stipulated by sub-para-graph 3 of paragraph 1, sub-paragraph 5 of pa-ragraph 2 and paragraph 2.1 of this Article 19

not be complied with, the relevant increase of the charter capital of a company is deemed tohave not taken place.(Article 2.2 added by Federal Law No. 312-FZ dated December 30, 2008)3. If an increase of the charter capital of a company does not take place, the company must re-turn to those company participants and third parties who made cash contributions within rea-sonable time such contributions and, failing todo so within such term, must also pay interest in

the manner and within the term prescribed byArticle 395 of the Civil Code of the Russian Fe-deration.The company must within reasonable time re-turn the in-kind contributions to its participantsand third parties having made such contributionsand, failing to do so within such term, must alsoreimburse them for the profits lost through their inability to use the assets thus contributed.

Article 20. Decrease of Companys CharterCapital

1. A company may or, in the cases stipulated bythis Federal Law, must decrease its charter capital.A decrease of the Companys charter capitalmay be effected by way of reduction of the no-minal value of all participants participation in-terests in the Companys charter capital and (or)cancelation of participation interests owned bythe Company.

- - 1 - .

- -.(. 2.1 30.12.2008 N 312-)2.2. , - 1, - 2 2.1

, - -.(. 2.2 30.12.2008 N 312-)3. - , , , ,

, - 395 . , - , , , - .

20. -

1. , , - , . - () , .


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A company may not decrease its charter capitalif as a result of such decrease it becomes lessthan the de minimis charter capital amount setout by this Federal Law as of the date of filingthe documents for the state registration of the re-levant amendments to the company charter or,

where the company is required to reduce itscharter capital under this Federal Law, as of thedate of the companys state registration.

A decrease of the charter capital of a company by way of reduction of the nominal value of the participation interests of all its participants must be carried out so that to ensure that the size of

the participation interests of all company parti-cipants should remain unchanged.2. Lost effect on July 1, 2009 Federal Law of December 30, 2008 No. 312-FZ.3. If the net assets value of a company at the endof its second or any subsequent financial year proves to be less than its charter capital, thecompany must announce and duly register a dec-rease of its charter capital up to an amount whichdoes not exceed its net assets value.

If the net assets value of a company at the end of its second or any subsequent financial year pro-ves to be less than the de minimis charter capi-tal amount set out by this Federal Law as of thedate of the companys state registration, thecompany is subject to liquidation.

The net asset value of a company is calculated as prescribed by a federal law and regulatory acts

issued in accordance therewith.

4. Within thirty (30) days of the date of a reso-lution to decrease its charter capital, the company must notify all known creditors of thedecrease and of the new amount of its charter capital in writing and must also publish an an-nouncement about such resolution in a periodi-cal where the information on the stateregistration of legal entities is published. In suchcase, the companys creditors may require wit-hin thirty (30) days of the date of such anno-

- , - ,

- , , , -. -

.2. c 1 2009 . - - 30.12.2008 N 312-.3. , , , -

. - - , - , . - , -

.4. - - , - , - , . -



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uncement that the companys respective obliga-tions be either terminated or accelerated and thatthe associated damages to be compensated.

The state registration of a decrease in the char-ter capital of a company may only be carried outupon the provision of evidence that the relevantnotifications have been sent to its creditors in themanner prescribed in this Article 20.4.The documents required for the state registrationof the amendments to the charter of a companyin connection with a decrease of its charter capital and the consequent reduction of the nomi-nal value of the participation interests of its

participants are to be filed with the authority responsible for the state registration of legal entitieswithin one (1) month of the date on which thelast notices of the charter capital decrease andits new size was sent to its creditors.(Paragraph added by Federal Law No. 312-FZ dated December 30, 2008)

Such amendments become effective for third parties upon their state registration.(Paragraph added by Federal Law No. 312-FZ

dated December 30, 2008)

5. Unless a company resolves to decrease itscharter capital or to be liquidated as provided for in this Article 20, its creditors may require thatthe companys obligations be terminated or ac-celerated and that the associated damages becompensated. In such case the company may besubject to liquidation through judicial proce-edings at the claim of the authority responsiblefor the state registration of legal entities, or other

state or municipal bodies entitled to bring suchclaims under a federal law.

. - - , . - -

, - , - .( 30.12.2008 N 312-) - -.( 30.12.2008 N 312-)5. , - , , . , -

, , , .


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Article 21. Transfer of Company Partici-pant's Participation Interest or Portion The-reof in Company Charter Capital to OtherCompany Participants and Third Parties(as restated by Federal Law No. 312-FZ dated

December 30, 2008)

1. A participation interest or a portion thereof inthe charter capital of a company may be trans-ferred to one or more company participants or to third parties under a transaction, by way of succession, or on other lawful grounds.

2. A company participant may sell or otherwisedispose of its participation interest or a portionthereof to one or several company participants.

Such transaction does not require the consent of the other company participants or the company,unless provided otherwise in the company char-ter.

Unless prohibited by the company charter, thesale or other disposal of a participation interestor a portion thereof in the companys charter capital to any third parties may be carried provi-ded that such disposal is compliant with therequirements of this Federal Law.

3. Pending full payment for the participation in-terest held by a company participant, such par-ticipation interest may only be disposed of to theextent that it has been paid for.4. Company participants have the preemptiveright to purchase a participation interest or a por-tion thereof being offered by any other company participant for the same price at which the par-ticipation interest or the portion thereof is offe-red to a third party or at a price which is differentfrom the price offered to the third party and

which has been set in the company charter (thepredetermined price), in either case pro rata totheir respective participation interests, unless adifferent procedure for the exercise of the pre-emptive right for the purchase of a participationinterest or a portion thereof is established by thecompany charter.The charter of a company may grant the company the preemptive right to purchase a participation interest of a participant or a portionthereof for the same price at which the participation interest or a portion thereof is being offe-

21.

( . 30.12.2008 N

312-)

1. , .2. -

- . - , . - - , , .

3. - , .

4. - - - ( - - )

, - .

- - , , -



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red to a third party or at the price predeterminedin the company charter if the other company par-ticipants fail to exercise their preemptive rightto purchase such participation interest or a por-tion thereof. The company may only exercise its preemptive right to purchase the participation in-

terest or a portion thereof for the price predeter-mined in the charter if the purchase price to be paid by the company for such participation inte-rest or a portion thereof is not below that set for its participants.The purchase price payable for a participationinterest in the charter capital of a company or a portion thereof may be set in its charter as afixed [cash] amount or as a formula (based onsuch variables as the net asset value of the company, or its book assets value as of the latest re-

porting date, or its net profits and the like). The predetermined price must be the same for allcompany participants, regardless of the owners-hip to the participation interest or a portion the-reof.

The charter provisions granting company parti-cipants or the company the preemptive right to purchase a participation interest in its charter ca-

pital or a portion thereof at the predetermined price may be introduced to the company charter when the company is established or when thecompany charter is amended by a resolution of the companys general participants meeting pas-sed by all company participants unanimously.The charter provisions granting the preemptiveright to purchase a participation interest in thecharter capital or a portion thereof at the prede-termined price may be excluded from the company charter by a resolution of the companys

general participants meeting passed by a two-thirds majority vote of the total number of votesheld by all company participants.

The charter of a company may provide for theright of the participants or the company to exer-cise the preemptive right in respect of other thanthe entire participation interest, or other than theentire portion of a participation interest, offeredfor sale. The remainder of the participation inte-

, - . -

, - . - - , - ( , -

, ). - - - -., -

, , - - , - . - , -

- , - , - - . - - -, .


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rest or of a portion thereof may be sold to a third party following the partial exercise of such right by the company or by its participants at such price and on such terms and conditions as werecommunicated to the company and to its parti-cipants or at a price equal to or exceeding the

predetermined price. The provisions granting theabove right may be introduced to the companycharter at the companys establishment or whenamending the company charter by a resolutionof the companys general participants meeting passed by all company participants unanimo-usly. Such provisions may be excluded from thecompany charter by a resolution of the compa-nys general participants meeting passed by atwo-thirds majority vote of the total number of votes held by all company participants.

The charter of a company may provide for a po-ssibility to offer a participation interest or a por-tion thereof in its charter capital to all company participants other than on a pro rata basis. The provisions establishing terms for the exercise bythe company participants of the preemptive rightto purchase a participation interest in its charter capital or a portion thereof other than on a prorata basis may be introduced to the companycharter at the companys establishment or when

amending the company charter by a resolutionof the companys general participants meeting passed by all company participants unanimo-usly. Such provisions may be excluded from thecompany charter by a resolution of the compa-nys general participants meeting passed by atwo-thirds majority vote of the total number of votes held by all company participants, unless agreater majority vote for such resolution is re-quired under the company charter.

The company charter may not provide simulta-neously for the preemptive right to purchase a participants participation interest or a portionthereof for the price offered to a third party andthe preemptive right to purchase a company par-ticipants participation interest or a portion the-reof at the predetermined price. It is prohibitedto grant the preemptive right at the predetermi-ned price in favor of a particular company par-ticipant or in respect of only a certain

- , ,

. , , - - , . - - ,

. . , - - - - ,

- , . - - , -, -

. - - - - - . - -



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participation interest in the companys charter capital or of a certain portion thereof.

The preemptive rights to purchase a participa-tion interest or a portion thereof may not be as-signed.

5. A company participant intending to sell its participation interest in the companys charter capital or a portion thereof to a third party mustnotify the other company participants and thecompany by submitting to them (at its owncosts) through the company the relevant offer,which shall indicate the price and other condi-tions of the contemplated sale. The offer to sellthe participation interest in the companys char-ter capital or a portion thereof is deemed recei-ved by all company participants at the moment

of its receipt by the company. Such offer may beaccepted by any person being a company parti-cipant at the time of such acceptance as well as by the company in cases provided for in this Fe-deral Law. The offer is deemed to have not beenreceived if the company participant receives arecall notice on or before the date of its receipt by the company. Any recall of an offer to sell a participation interest or a portion thereof after the offers receipt by the company is only po-ssible with the consent of all company partici-

pants, unless provided otherwise by thecompany charter.

Company participants may choose to exercisethe preemptive right to purchase a participationinterest in the companys charter capital or a por-tion thereof within thirty (30) days of the date of the receipt of the respective offer by the company. The charter of a company may provide for a longer period for the exercise of the pre-emptive right to purchase a participation interest

in the companys charter capital or a portion the-reof.If the charter of a company grants the companythe preemptive right to purchase a participationinterest in its own charter capital or a portionthereof, it must establish periods for the exerciseof the preemptive right to purchase a participa-tion interest or a portion thereof by the company participants and by the company itself.Should certain company participants waive their preemptive right to purchase a participation in-terest or a portion thereof in the companys char-

- - . - .

5. , - , - - , . - -

. - , - , , - . - , - . -

-, . - - . - -

.

, - - , - -. -


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by some company participants of their pre-emptive right to purchase in respect of other thanthe entire participation interest or the entire por-tion thereof, being sold, or as a consequence of waiver by some company participants or by thecompany itself of the preemptive right to purc-

hase the participation interest or the portion the-reof in the companys charter capital, theremainder of the participation interest or of the portion thereof may be sold to a third party for the price equal to or exceeding the price set outin the offer with respect to the company and its participants and on the conditions communica-ted to the company and its participants or for the price equal to or exceeding the price predeter-mined in the charter. If the price predeterminedin the companys charter for the companys

purchase of a participation interest or a portionthereof differs from the price predetermined inthe charter for the purchase of a participation in-terest of a portion thereof by the company parti-cipants, the participation interest or the portionthereof in the companys charter capital may besold to a third party for the a price equal to or exceeding the price predetermined for the purc-hase by the company of a participation interestor a portion thereof.8. Participation interests in the charter capital of

a company transfer to the heirs of citizens whowere, and to the successors of legal entities whowere, the company participants, unless providedotherwise by the company charter. The charter of a company may stipulate that the transfer of a participation interest in the companys charter capital to the heirs of citizens who were, or tothe successors of legal entities which were, thecompany participants and the transfer of a parti-cipation interest belonging to a liquidated legalentity to the latters founders (participants) ha-

ving rights in rem to its property or rights in per-sonam in respect of such legal entity are at alltimes subject to the other company participantsconsent. The charter of a company may establishdifferent procedures for obtaining the consent of the company participants to the transfer of a par-ticipation interest or a portion thereof in thecompanys charter capital to third parties, de- pending on the grounds for such transfer.

Pending the receipt of inheritance by the heir of a deceased company participant, the manage-

- -

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ment of the participation interest of the decea-sed participant in the company charter capitalis carried out in the manner prescribed by theCivil Code of the Russian Federation.9. In the event of the sale of a participation inte-rest or a portion thereof in the charter capital of

a company by public tender, the transfer of therespective company participants rights and obli-gations associated with such participation inte-rest or the portion thereof is subject to consent of the company participants.10. If this Federal Law and/or the charter of acompany stipulate that the transfer of a participation interest or a portion thereof in the companys charter capital to a third party is subjectto consent of the company participants, suchconsent is deemed given provided that all com-

pany participants within thirty (30) days or wit-hin another period set by the company charter from the date of the receipt by the company of the respective application or offer have submit-ted to the company their written consents to thedisposal of the participation interest or the por-tion thereof under a transaction or to the transfer of the participation interest or the portion the-reof to a third party on any other ground or noneof the company participants has submitted awritten refusal to grant such consent to the dis-

posal or transfer of the participation interest or the portion thereof within the same period.

If the charter of a company stipulates that thedisposal of a participation interest or a portionthereof in the companys charter capital to thecompany participants or to third parties is subject to the companys consent, such consent isdeemed given to the company participant dispo-sing of its participation interest or the portionthereof provided that within thirty (30) days

from the date of such company participants re-spective application to the company or withinsuch other period as may be set by the companycharter such participant receives the companyswritten consent to the disposal of the participa-tion interest or the portion thereof or does notreceive the companys written refusal to grantthe consent to such disposal.11. A transaction aimed at the disposal of a par-ticipation interest or a portion thereof in thecharter capital of a company is subject to nota-rization. Failure to comply with the notarial

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form of such transaction leads to the invalida-tion thereof. The notarization is not required inthe case of transfer of a participation interest tothe company in the manner set forth in Articles23 and 26.2 of this Federal Law, as well as in theevent of a distribution of a participation interest

among the company participants or its sale to allor some of the company participants or to third parties in accordance with Article 24 of this Fe-deral Law.12. A participation interest or a portion thereof inthe charter capital of a company is deemedtransferred to its acquirer at the moment of thenotarization of the respective transaction for thedisposal of the participation interest or the por-tion thereof or, in the cases where the notariza-tion is not required, at the moment of the

recording of the corresponding changes to theunified state register of legal entities on the basisof the relevant title documents.

The acquirer of a participation interest or a por-tion thereof in the charter capital of a companyassumes all of those rights and obligations of thecompany participant which arose prior to theexecution of the transaction for the disposal of the participation interest or the portion thereof or prior to the origination of other grounds for

the disposal, with the exception of the rights andobligations provided for, respectively, in the se-cond paragraph of Article 8.2 and the second pa-ragraph of Article 9.2 of this Federal Law. Thecompany participant having disposed of its par-ticipation interest or a portion thereof in thecompanys charter capital shall be liable to thecompany jointly and severally with the acquirer for the fulfillment of the participants obligationto make a contribution to the companys assetsthat arose prior to the execution of the trans-

action for the disposal of such participation in-terest or the portion thereof.Following the notarization of a transactionaimed at the disposal of a participation interestor a portion thereof in the charter capital of acompany or, in the cases where the notarizationis not required, upon the recording of the cor-responding changes to the unified state register of legal entities, the transfer of the participationinterest or the portion thereof may only be con-tested through judicial proceedings by means of a relevant action brought before an arbitrazhcourt.

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13. The notary certifying a transaction aimed atthe disposal of a participation interest or a por-tion thereof in the charter capital of a companyverifies the powers of the disposing party to dispose of such participation interest or the portionthereof.

The powers of the person disposing of a participation interest or a portion thereof in the charter capital of a company to dispose of the same areconfirmed by a notarized agreement under which such participation interest or the portionthereof were previously acquired by the respec-tive person, as well as by an extract from theunified state register of legal entities containingthe data on such persons title to the participa-tion interest or the portion thereof in the compa-nys charter capital and on the size of that

participation interest or the portion thereof. If the person disposing of the participation interestor the portion thereof in the companys charter capital provides a duplicate of the relevant no-tarized agreement for the purpose of confirmingits powers to dispose of such participation inte-rest or the portion thereof, the abovementionedextract must be prepared not earlier than ten (10)days prior to the date of the visit to the notaryfor the purpose of notarizing the transaction. Inthe event that the participation interest or the

portion thereof in the companys charter capitalwas acquired by succession or in any other caseswhere notarization is not or was not then requi-red, the powers of the person disposing of the participation interest or the portion thereof todispose of the same are confirmed by a docu-ment evidencing the transfer of the participationinterest or the portion thereof by succession, or by a document expressing the substance of therespective transaction executed in simple writ-ten form, or, in respect of a company establis-

hed by a single person, by the resolution of thesole founder (participant) on the companysestablishment, as well as by an extract from theunified state register of legal entities preparednot earlier than thirty (30) days prior to the dateof the visit to the notary for the purposes of no-tarizing the transaction. In the event that the par-ticipation interest or the portion thereof in thecharter capital of a company which was established by several persons is disposed by one of the companys founders, the powers of such per-son are to be confirmed by a notarized copy of

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the companys foundation agreement, a well as by an extract from the unified state register of legal entities prepared not earlier than thirty (30)days prior to the date of the visit to the notaryfor the purposes of notarizing the tran