Reduction of the charter fund in violation of the procedure established in this Article , shall be the foundation for liquidation of the general partnership in accordance with the decision of the court upon the application by interested persons.
Article 65. Managing the affairs of a general partnership
1. The general meeting of a general partnership shall be the supreme body of the general partnership. Resolution on the internal issues of a general partnership shall only be adopted by the unanimous consent of all of the participants. The foundation agreement of a partnership may provide the cases, where the decision is adopted by a majority of votes of the participants. Each participant of a general partnership shall have one vote, unless the foundation agreement provides any other procedure for determining the number of votes of its participants. The foundation agreement may provide that the number of votes which are available to the participants shall be determined commensurate to their share in the charter fund.
2. The management of a general partnership in consideration of the provisions of paragraph 1 of this Article, shall be carried out by the executive bodies of the general partnership. Types, procedure for forming the management bodies and their authority are defined by the foundation documents.
3. A participant of a general partnership shall not have the right to commit in his name, and his interests or in the interests of third parties without the consent of the other participants, the transactions which are identical to those which constitute the object of the activities of the partnership. In the case of the violation of this rule, the partnership has the right to demand from such participant, either compensation of the losses caused to the partnership, or transfer to the partnership of all the benefits obtained on such transactions of advantage.
4. The bodies of a general partnership, which are entrusted with the business management of the partnership, are obliged to present to all participants, upon their request, the complete information on their activities.
5. A participant who acts for the common interest without authorization, in the instances where his actions are not approved by all of the other participants, shall have the right to claim from the partnership compensation of his expenses, provided that he can prove that due to his efforts the partnership has saved money or accordingly has gained assets acquired assets, which exceed in value the cost to be incurred by the partnership as expenses.
Article 66. Transfer of a share (part of share) of a general partnership participant
1. A transfer by a participant of his share (part of share) to other full partnership participants or to third parties is possible only with the consent of all other participants.
2. When transferring a share (part of the share) to a third party, the whole collection of rights and obligations belonging to the participant shall simultaneously take place leave from the general partnership.
3. In the event of the death of a participant of a general partnership, the legal successor (heir) may with the consent of all other participants to enter the partnership.
4. The legal successor (heir) has responsibility for the debts of the participant before the general partnership, as well as on the debts of the partnership before third parties, which arose during the full period of the activity of the partnership.
5. Where the legal successor (heir) refuses to enter the general partnership or the partnership refuses to receive the legal successor (heir), he shall be paid the value of the share pertaining to him on the basis of the succession of share in the assets of the partnership, determined on the day of the death of the participant.
In these cases accordingly, the amount of partnership property specified in the foundation agreement (charter), shall be reduced upon the terms provided in the foundation agreements (charter), but not later than in three months.
Article 67. The departure of the participant from the general partnership
1. Participant of a general partnership may at any time depart from the partnership after notification thereof to the other participants not less than the term provided in the legislative acts or the foundation agreement.
2. If by the departure of a participant the general partnership still exists, the participant shall be paid the value of his share in the assets of the partnership in proportion to the contribution made in accordance with the balance, calculated on the day of departure.
At the request of the participant, and with the consent of the partnership, the contribution may be returned in full or partly in kind.
The participant who left shall also be paid the part of the profits, which has been received by the partnership in that year and which are due him. Properties transferred by the participant of the partnership only for its use shall be returned to him in kind without remuneration.
Article 68. Exclusion of a participant from a general partnership
The participants of a general partnership shall have the right to require in a judicial procedure, to exclude one of the participants of the partnership, upon a unanimous vote of the remaining participants and where there are serious reasons for that in particular there's a gross violation by him of his duties or his inability to maintain the affairs becomes established.
Article 69. Levying of liability upon the share of a participant in the general partnership
1. The levying of the liability upon the share of a participant of a general partnership on his personal debts is allowed only in the event where his other assets are not sufficient to cover the debt. The creditors of such participant shall have the right to demand from the general partnership to alienate the part of the property of the partnership in proportion of the share of the debtor in the charter fund for the purpose of imposing recovery from that property. The part of property of the partnership which is subject to alienation or its value shall be determined on the basis of the balance sheet calculated at the time of the presentation of the claim by the creditors in respects of the demand to alienate The part of property of the partnership which is subject to be separated or its value shall be determined on the basis of the balance which is compiled at the moment of the claim being made by the creditors with the requirement to separate such share such part.
2. The imposition of a recovery upon the share of a participant in the property of a general partnership shall terminate his participation in the partnership and it shall result in the consequences which provided in articles 17 and 71 of the present Code.
Article 70. The responsibility of the participants in respect of debts of the general partnership
1. If during the liquidation of a general partnership it happens that the available property is not sufficient to pay all its debts, the liability may be jointly carried out by its participants to cover the missing part with all their property which according to legislative acts can be levied with penalty.
A general partnership participant shall be responsible for partnership debts regardless of whether they appeared after or before his entering the partnership, if other is not provided by legislative acts.
2. The participant who has paid debts of the general partnership in the part exceeding his share in the partnership property shall have the right to appeal with the regressive requirement of the corresponding amount to other participants, who bear before him common liability in proportion to the amount of their shares in the partnership property.
3. The participant who has withdrawn from the general partnership on his own desire or has been expelled from the company by the court decision, as well as a legal successor (heir) of the deceased participant having refused from the offer to enter the company shall be responsible for company obligations appeared before the moment of their withdrawal during two years from the day of approving the report on partnership activities for the year, in which they have left the partnership.
4. The participant having withdrawn from the general partnership according to the procedure of the transfer of share to another participant or third party according to the procedure of levying a recovery on his share in the company property by the creditor (creditors), as well as the legal successor (heir) of the deceased participant who has been rejected by the rest participants from entering into the partnership shall not be responsible for partnership obligations.
5. After the general partnership stops to exist its participants shall bear responsibility for the partnership obligations which have emerged before the moment of the stopping during two years from the date the partnership stops to exist.
6. Agreements of participants changing the procedure of their liability on obligations of the general partnership provided by the present article shall be void.
Article 71. Liquidation of a general partnership
1. A general partnership in addition to the grounds indicated in Article 49 of the present Code shall be liquidated also in case when only one participant remains in the partnership, if during the period of six months he does not transform the partnership or accept new participants.
2. In events of output or death of anyone from full company participants, confessions one of them is unknown being absent, nonable or ограниченно able, or bankrupt or turning by the obligee of one of the recovery participants on the property, corresponding to its share in the statutory capital, company can continue its activity, if this is provided by constituent company documents or agreement of staying participants.
3. If one of the participants has leave from the company on bases, specified in the Article 2 of the present article, share of staying participants in the company statutory capital are enlarged pro rata their contributions, if other is not provided by constituent documents.
3. Kommandit (Limited) partnership
Article 72. The fundamental provisions concerning a kommandit partnership
1. Kommandit partnership shall be the partnership which includes besides one or more participants who bear additional liability respectively obligations of the partnership with all their property ( general partners) and also one or more participants whose liability is limited by the amount of the contribution made by them to the assets of the full partnership (investors) and who do not participate in the management of the partnership's business activities.
2. The legal position of general partners who participate in a kommandit partnership and the liability of the obligations of the partnership shall be determined by the rules concerning the participants of the general partnerships.
3. A person may be a general partner only in one kommandit partnership, a full partner in a kommandit partnership may not be a participant of a general partnership.
4. The rules of the present Code concerning general partnership shall apply to kommandit partnerships so long as this does not contradict the provisions of the present Code concerning limited partnerships.
5. A kommandit partnership shall be created and each shall operate on the basis of the foundation agreement. The foundation agreement shall be signed by all the general partners. If where in a kommandit partnership there's only one general partner the partnership shall operate on the basis of the charter.
Article 73. The investor in a kommandit partnership
1. An investor of a kommandit partnership shall be obliged to make his initial contribution and additional contributions (investments) in the amount , method and order provided in the foundation documents.
2. An investor of a kommandit partnership has the right:
1) to obtain part of profits of the partnership which is due to his share in the charter fund in accordance with the procedure provided in the foundation documents;
2) to review the annual reports and balance sheets of the partnership and also to require the opportunity to check or audit the accuracy of their calculation;
3) to transfer his share in the charter fund or part thereof to any other investor or a third person the transfer b- the investor of his share to any other person shall terminate his participation in the partnership;
4) upon the expiration of a fiscal year, to exit the partnership and to receive his investment in accordance with the procedure provided in the foundation documents. The foundation documents of a kommandit partnership may provide any other rights of the investor The refusal of the rights provided by the present Code and other legislative acts for depositors of kommandit, or their restrictions, including on the agreement of depositors and full comrades, is void.
3. Where the investor undertakes a transaction in the interest of a kommandit partnership without due authorization, then in the case of approving his actions by the partnership he shall be responsible with respect to the transaction to the creditors in the full volume where the approval is not obtained the investor shall be responsible to third person independently with all his property to which in accordance with the legislation a penalty may be imposed.
Article 74. Charter fund of a kommandit partnership
1. The charter fund of a kommandit partnership shall be made up of the investments of its participants. In the course of business activities the charter fund may be altered. The charter fund shall determine the share of the participants of a kommandit partnership in its profits irrespective to its profits and it shall be the target of imposing of penalty in accordance with the claims of the creditors in the case that the kommandit partnership does not have free monetary resources. The charter- fund less the contributions of investors shall determine the share of general partners in the partnership in the property of the kommandit partnership.
2. The amount of the charter fund shall be determined by the general partners of a kommandit partnership. The total amount of shares of the investors may constitute not more than (50%) fifty per cent of the charter of a kommandit partnership.
3. The charter fund of a kommandit partnership may be paid by its participants by fifty per cent of the applied of the one declared in the foundation documents.
4. The reduction of the charter fund of a kommandit partnership shall be allowed after notification to all of its creditors. The latter shall have the right in that case to require a premature termination or execution of the relevant obligations and compensation to them of their losses. the reduction of a charter fund in violation of the procedure established in this Article shall be the reason for the liquidation of a kommandit partnership upon the decision of the court in accordance with the applications of the interested parties.
Article 75. Management of a kommandit partnership
Managing the affairs of a kommandit partnership shall be carried out by general partners a procedure for managing and maintaining affairs of a general partnership by its general partners shall be established by themselves in accordance with the rules concerning -general partnership. The investors shall not have the right to participate In managing the affairs of the kommandit partnership and also to act in it on its behalf otherwise than in accordance with the power of attorney. The investors of a kommandit partnership shall not have the right to challenge the actions of general partners in respect of managing the affairs of the partnership.
Article 76. Termination of a kommandit partnership
1. A kommandit partnership shall be terminated when all the investors who are participating it depart. The general partner shall have the right instead of liquidation to transform the kommandit partnership into a general partnership. A kommandit partnership shall be liquidated also on the grounds which are sufficient for the liquidation of a general partnership.
2. When liquidating a kommandit partnership the investors shall have the priority rise as compared to general partners to receive to obtain the investments from the assets of the partnership ,which remain after the satisfaction of the claims of its creditors. The assets which remain after that of the kommandit partnership shall be distributed between full partners and investors in proportion to their investments to the assets of the partnership unless other procedure is established n the foundation documents.
4. Limited Liability Partnership
Article 77. Main provisions concerning limited liability partnership
1. The partnership with limited liability shall be recognized to be a partnership established by one or several persons the charter fund whereof is divided into shares of the size which is provided in the foundation documents the participants of a limited liability partnership shall not be responsible upon its obligations and they shall bear the risk of losses associated, with the activities of the partnership within the limits of the contributions made by themselves. The participants of a limited liability partnership who did not fully make the contribution shall bear joint responsibility respectively with obligations within the amount of unpaid but of the investment of each of the participants.
2. The number of participants of the limited liability partnership must not exceed thirty. In any other cases it shall be subject to transformation to a joint stock company within one year and upon the expiration of that term liquidation in traditional procedure where the number of its participants is not reduced down to thirty. A limited liability partnership may not have as a sole participant another business partnership which consists of one person.
3. Upon the claim by any of its participants there must be a conducted audit of the activities of the limited liability partnership.
The public reports of the limited liability partnership shall not be required except for the cases provided in the legislation or the foundation documents.
4. The limited liability partnership -nay be voluntarily reorganized or liquidated upon unanimous decision of its participants, Any other rounds f-or reorganization or liquidation of a limited liability partnership shall be determined by the present Code and legislative acts. A limited liability partnership shall have the right to be transformed only into a joint stock company.
5. A participant of a limited liability partnership shall have the right at any time to exit the partnership to leave the partnership irrespective of the consent of its other participants. In that respect he must be paid the value of the assets proportional to his share in the charter fund of the partnership in accordance with the procedure the methods and within the deadlines provided in the legislative acts and the foundation documents.
6. The legal position of the limited liability partnership the rights and obligations of its members shall be determined by the present Code and the legislative acts.
Article 78. The charter fund of a limited liability partnership
1. The charter fund of' the limited liability partnership shall be made up of the contributions of its founders. In the course of the business activities the charter fund may be altered. The charter fund shall determine the share of participants of the limited liability partnership in its assets and it shall be the target for the imposition and it shall be the object of penalizing in accord upon the claims of the creditors in the case that the partnership does not have free monetary resources.
2. The amount of the charter fund shall be determined by the foundation par-ties of the limited liability partnership- The minimum amount of a charter fund of a limited liability partnership shall be determined in the legislative acts.
3. The charter fund of the limited liability partnership must be paid up by its participants by fifty per cent of that one declared in the foundation documents at the moment of its registration. The unpaid part of the charter fund declared in the foundation documents must be paid within the year from the moment of the registration of the limited liability partnership.
4. The reduction of the charter fund of a limited liability partnership shall be permitted after notifying all of its creditors. The latter shall have the right in that case to require a premature-, termination or execution of the relevant obligations and the compensation to them of the losses. The reduction of the charter fund in violation of the established procedure established in this Article shall be a basis for the liquidation of the limited liability partnership in accordance with the decision of the court upon the applications of the interested parties.
Article 79. Management of a limited liability partnership
1. Competency of management bodies by the company, as well as order of acceptance by them deciding and appearances on behalf of the company are define in the correspondence to the present Code and company charter.
2. To the exclusive competency of common meeting of company participants with limited liability pertain:
1) changing a company charter, including changing an amount of its statutory capital;
2) formation and review of executive company organs;
3) approving the annual reports and accounting company balances and sharing its profit and loss;
4) decision on the reorganization or company liquidations;
5) election of review commission (auditor) companies. The Company Charter to exclusive competencies of common meeting can be also referred decision of other questions.
3. The Questions refer to exclusive competencies of common meeting of company participants, are to be not transferred by it on the decision of executive company organ.
Article 80. The transfer of a share in the charter fund of a limited liability partnership to another person
1. A participant of a limited liability partnership shall have the right to sell or in any other way to sign his share in the charter fund of a partnership or its part to one or several participants of that partnership.
2. The selling by the participant of a limited liability partnership of his share ( part thereof) to third parties shall be permitted unless otherwise provided in the charter of the partnership. The participants of the partnership with limited liability partnership shall enjoy the priority right to purchase a participant's share ( fund thereof ) in proportion to their amounts of their shares unless the charter of the partnership or the agreements of its participants provides another procedure for the exercise of that right- In the case where the participants of a limited liability partnership do not exercise their priority right the share of participants may be sold to any third party.
3. Where in accordance with the charter of a partnership with limited liability partnership the selling of a share of the, participants (a part thereof) third parties is impossible and the other participants of the partnership refused to purchase, the partnership shall be obliged to pay to the participant its actual value for issue to him in kind the assets which correspond to that value.
4. The share of a participant of' a limited liability partnership may be sold prior to its payment only in the part which had been paid out already.
5. In the case where a share of- a participant (a part thereof) is acquired by, the partnership itself Limited liability partnership itself it shall be obliged to sell It to other participants or third persons within the deadlines and in accordance with the procedure provided In the legislative acts and foundation documents of the partnership or to reduce its charter fund during that period the distribution of profits and also forcing in the supreme governing body shall be carried out without taking into account the share acquired by the limited liability partnership.
6. The share in the charter fund of a limited liability partnership shall be transferred to legatees of citizens and to the, legal successes of legal entities which are participants of a partnership unless the foundation documents of the partnership provides that such transfer is permitted only with tile consent of the other participants of the partnership. The refusal to accept the transfer of the share shall result in the obligation of the partnership to pay to the legatees ( legal successors of the participant ) its actual value or to issue to them in kind the assets to the same value in accordance with the procedure and on the conditions provided in the legislative acts and in the foundation documents of the partnership.
Article 81. The additional contributions of the participants of a limited liability partnership
Upon the decision of the supreme body of the limited liability partnership the contribution by the participants of additional contributions may be contemplated. The resolution concerning that shall be adopted by the qualified majority of two-thirds of all the participants of the limited liability partnership.
Article 82. The exclusion of a participant from the limited liability partnership
The exclusion of a participant from a limited liability partnership shall be carried out in accordance with the judicial procedure on the basis of the applications of the body of a partnership.
Article 83. A claim against the share of a participant in a limited liability partnership
Claims against the share of a participant in a limited liability Partnership in respect of his own debts shall not be permitted. In the case where the participants assets are not sufficient to cover his personal debts, the Creditors may require in accordance with the established procedure to appropriate the share of the debtor participant.
5. The Partnership with the Additional Liability
Article 84. Fundamental provisions concerning a partnership with additional liability
1. The partnership with additional liability shall be the partnership the participants where of shall be liable in respect of its obligations with the in vestments to the charter fund and in the case those are insufficient additionally with the assets that belong to them in the amount which is a multiple of the contributions made by themselves.
2. The maximum amount of the liability of the participants shall be provided in the foundation. In the case of insolvency (bankruptcy) one of the participants is a liability in respect of the obligation of the partnership shall be spread amongst other participants in proportion to their contributions. Unless a different procedure of the distribution of the responsibility is provided in foundation documents.
3. In respect of an additional liability partnership the rules of the present Code shall be applied concerning (the partnership)) limited liability partnership. Unless otherwise is not provided in this article.
6. A Joint stock company
Article 85. The concept of a joint stock company
1. A Joint stock company shall be a partnership charter fund where of is divided into a definite number- of shares of equal nominal value. The participants of a Joint stock company (shareholders) shall not bear upon its obligations and they shall bear the risk of losses associated with the activities of company then the limits of the shares that belong to them.
2. A Joint Stock Company shall posses the assets which are separate from the assets of the participants, It shall bear the responsibility in respect of its obligations within the limits of its assets and it shall not bear any liability in respect of the obligations of its participants. The Founder shall bear the solitary liability in respect of the obligations of the Joint stock company in the case of incomplete payment by them of the contributions the charter funds of the company within the limits of the unpaid part of the contribution.
3. The Joint stock company may be created by one person and it may consist of one person in the case the acquisition by one shareholder of all the shares of the company.
4. The legal position of a Joint stock company, the rights and obligations of the shareholders shall be determined in accordance with the present Code, the legislative acts. The special considerations in respect of the legal position of the share, of the Joint stock companies which are created by their privatizing state enterprises shall be determined in the legislation.
Article 86. Open type and closed type joint stock companies
1. A Joint stock companies, their participants whereof may sell the shares which belong to them without the consent of any other shareholders. Shall be Joint stock company of the Opened Type.
The Opened Type Joint stock company shall have the right to conduct any public subscriptions to the shares issued by it and the free trade on the conditions which are established in the legislation.
2. A Joint stock company shall be obliged annually publish for public information, the annual report.. the balance sheet, the profit and loss account and the losses.
3. The Joint stock company, the shares whereof are distributes only amongst its founders or amongst another previously determined circle of persons shall be a closed type of joint stock company. The Closed Type joint stock company shall not have the right to conduct any public subscriptions to the shares issued by it or in any other way to offer them, to sell to the unlimited number of persons.
4. A shareholder of a closed type joint stock company who desires to sell his shares shall be obliged to offer to buy them other participants of the company or to the company itself Where the participants of the company have refuse to acquire the share the shareholder shall have the right with the consent of the company (or where there is no response within I month from the date of the request) sell the shares to the third parties.
5. The foundation documents may provide the possibility of excluding from a closed-type joint stock company, upon the court decision, of a participant who materially violates the interests of the company by his actions. The shares of an excluded participant shall be compulsorily bought out by the company.
6. In the cases which are provided in the legislative acts the closed type joint stock company may be compelled to publish for the public information, the annual report. the balance sheet, the profit and loss account.
Article 87. Foundation documents of a joint stock company
1. The Foundation documents of a joint stock company are the foundation agreement and the charter.
2. The foundation agreement of a joint stock company shall be concluded by the founders. The foundation agreement of a joint stock company apart from the information provided in paragraph 3 of Article 41 and paragraph 4 of Article 58 must contain the information concerning of the types of the shares issued and the procedure of their replacement.
3. The charter of a joint stock company shall be approved by the foundation, meeting of the founders. The charter of a joint stock company, apart from the information provided in paragraph 4 of Article 4 1 and paragraph 4 of Article 58 of the present Code must contain the following provisions:
1) the type of the company (opened or closed type);
2) full and any other official names, the legal address and the term of the operation of the company, if the term is provided when establishing the joint stock company;
3) information concerning the categories or classes of shares of the company, the nominal value, number and concerning the rights of its owners;
4) the procedure for distribution of profits and compensation of losses;
5) the procedure for the formation of the funds of the company.
4. Apart from the foundation agreement of the charter - the founder of the joint stock company shall have the right to adopt any other documents which regulate the activities of the company. The compliance with the requirements of these documents shall be compulsory for the executive body of the joint stock company, executives and the participants of the company.
Article 88. Charter fund of a joint stock company
1. The charter fund of a Joint stock company shall be equal to the total amount of the nominal value of the shares issued but not less than the minimum amount which is provided by the legislative acts.
2. The open subscription to the shares shall not be permitted until the entire payment of the charter fund. When establishing the joint stock company all its shares must be distributed amongst the founders. It shall not be permissible to release a shareholder from the obligation to pay for his shares, including by the way of in payment of the claims to the joint stock company.
Article 89. Increase in the charter fund
1. A joint stock company shall have the right upon the resolution of the general meeting of the shareholders to increase the charter fund by way of increasing the nominal value of shares of by issuing additional shares. The increase of the charter fund of a joint stock company shall be permissible after its full payment. The increase of the charter fund by means of additional issue to cover losses incurred by the losses of the joint stock companies shall not be permissible.
2. Issuing additional shares shall be carried out on the basis of additional issue. An additional issue shall take place in the case of adopting the appropriate resolution by the General meeting of the participants of a joint stock company and obtaining the prospects of the issue from the authorized bodies in accordance with the procedure established by the legislation.
3. The charter of a joint stock company may provide the preemptive right of the shareholders who has voting hares to buy the shares additionally issued by that joint stock company.
Article 90. Reduction of the charter fund
A joint stock company shall have the right upon on the decision of the General meeting of the shareholders to reduce but not less than the minimal amount which is provided in the legislation the charter fund by way of reducing the nominal value of the shares or by way of purchasing part of shares for the purposes of reducing the general number The reduction of a charter- fund of a joint stock company shall be permitted after notifying all its creditor-, in accordance with the procedure provided in the legislative acts in that respect the creditors of a joint stock company shall have the right to require a premature termination or execution of appropriate obligations of the company and compensation of their losses. The reduction of the charter fund way of buying or redeeming part of the shares shall be permissible where such possibility is stipulating in the charter fund of the joint stock company.
Article 91. Issue and distribution of securities and payment of dividend
1. The founders in any cases must be the holders of the shares to the amount of not less than 25% of the charter fund. The share of the preference shares in the total volume of the charter fund must not exceed 25%. The legislation or foundation documents may provide restrictions in respects of the number total nominal value of the shares of the maximum number of votes that belong to one shareholder.
