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FEDERAL LAW OF THE RUSSIAN FEDERATION

of February 8, 1998 No. 14-FZ

About limited liability companies

(The last edition from 23-04-2018)

Accepted by the State Duma of the Russian Federation on January 14, 1998

Approved by Council of the Russian Federation on January 28, 1998

Chapter I. General provisions

Article 1. The relations regulated by this Federal Law

1. This Federal Law determines legal status of limited liability company, the right and obligation of his participants, procedure for creation, reorganization and liquidation of society according to the Civil code of the Russian Federation.

2. Features of legal status, procedure for creation, reorganization and liquidation of limited liability companies in spheres of banking, insurance, private security and investing activities, and also in the field of production, mortgage agents and specialized societies are determined by the Federal Laws.

3. The relations connected with making by foreign investors or group of persons which the foreign investor enters of transactions with the shares constituting the authorized capital of the limited liability company having strategic importance for ensuring defense of the country and safety of the state and establishment of control of foreign investors or groups of persons which the foreign investor enters over such societies are regulated according to provisions of the Federal Law "About Procedure of Foreign Investments in the Economic Societies Having Strategic Importance for Ensuring Defense of the Country and Safety of the State".

Article 2. Basic provisions about limited liability companies

1. Limited liability company (further - society) the economic society created by one or several persons which authorized capital is divided into shares is recognized; members of society do not answer for its obligations and bear risk of the losses connected with activities of society, within cost belonging to them share in the authorized capital of society.

The members of society who did not completely pay shares bear joint liability according to obligations of society within the cost of unpaid part of the shares in the authorized capital of society belonging to them.

2. Society has the isolated property considered on its separate balance in property can acquire and perform on its own behalf the property and personal non-property rights, perform duties, to be claimant and the defendant in court.

Society can have the civil laws and perform the civil duties necessary for implementation of the any kinds of activities which are not forbidden by the Federal Laws if it does not contradict subject and the purposes of activities, definitely limited charter of society.

Society can be engaged in separate types of activity which list is determined by the Federal Law only based on special permission (license). If conditions of provision of special permission (license) for implementation of certain type of activity provide the requirement to perform such activities as exclusive, society during effective period of special permission (license) has the right to perform only the types of activity provided by special permission (license), and the accompanying types of activity.

3. Society is considered created as the legal entity from the moment of its state registration according to the procedure, established by the Federal Law on state registration of legal entities.

Society is created without restriction of term if other is not established by its charter.

4. Society has the right to open in accordance with the established procedure bank accounts in the territory of the Russian Federation and beyond its limits.

5. Society has the right to have seal, stamps and forms with the name, own emblem, and also the trademark registered in accordance with the established procedure and other means of individualization. The obligation of society can be provided by the Federal Law to use seal.

Data on availability of seal shall contain in the charter of society.

Article 3. Responsibility of society

1. Society bears responsibility according to the obligations all property belonging to it.

2. Society does not answer for obligations the participants.

3. In case of insolvency (bankruptcy) of society because of his participants or because of other persons who have the right to give instructions, obligatory for society, or otherwise have opportunity to determine its actions, subsidiary responsibility according to its obligations can be conferred on the specified participants or other persons in case of insufficiency of property of society.

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