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FEDERAL LAW OF THE RUSSIAN FEDERATION

of December 26, 1995 No. 208-FZ

About joint-stock companies

(as amended on 04-11-2019)

Accepted by the State Duma of the Russian Federation on November 24, 1995

Chapter I. General provisions

Article 1. Scope of this Federal Law

1. According to the Civil code of the Russian Federation this Federal Law determines procedure for creation, reorganization, liquidation, legal status of joint-stock companies, the rights and obligations of their shareholders, and also provides protection of the rights and interests of shareholders.

1.1. Ceased to be valid according to the Federal Law of the Russian Federation of 29.06.2015 No. 210-FZ

2. This Federal Law extends to all joint-stock companies created or created in the territory of the Russian Federation if other is not established by this Federal Law and other Federal Laws.

3. Features of creation, reorganization, liquidation and legal status of the joint-stock companies which are the credit institutions, insurance companies, the clearing organizations specialized by the financial societies specialized by societies of project financing, professional participants of the security market, joint-stock investment funds, managing companies of investment funds, mutual investment funds and non-state pension funds, non-state pension funds and other not credit financial credit institutions, joint-stock companies of workers (national enterprises) and also the rights and obligations of shareholders of such joint-stock companies are determined by the Federal Laws regulating their activities.

4. Features of creation, reorganization, liquidation, legal status of the joint-stock companies created based on the kolkhozes reorganized according to the Presidential decree of the Russian Federation of December 27, 1991 No. 323 "About urgent measures for implementation of land reform into RSFSR", sovkhozes and other agricultural enterprises, and also peasant farms serving and the service companies for agricultural producers namely: the companies of logistics, the technical repair companies, the companies of agricultural chemistry, forestries, the construction intereconomic organizations, the companies selyenergo, seed-growing stations, flax-processing plants, the companies for conversion of vegetables, are determined by the Federal Laws.

5. Features of creation of joint-stock companies in case of privatization of the state and municipal companies are determined by the Federal Law and other legal acts of the Russian Federation on privatization of the state and municipal companies. Features of legal status of the joint-stock companies created in case of privatization of the state and municipal companies which more than 25 percent of shares is fixed in the state-owned or municipal property or concerning which the special participation right of the Russian Federation, subjects of the Russian Federation or municipalities in management of the specified joint-stock companies ("golden share") is used are determined by the Federal Law on privatization of the state and municipal companies.

Features of legal status of the joint-stock companies created in case of privatization of the state and municipal companies are effective from the moment of decision making about privatization until alienation by the state or municipality of 75 percent of the stocks owned by them in such joint-stock company, but no later than the termination of the term of privatization determined by the plan of privatization of this company.

6. Features of implementation by shareholders of the rights in cases if they are not persons registered in the shareholder register of society are determined by the legislation of the Russian Federation on securities.

Article 2. Basic provisions about joint-stock companies

1. Joint-stock company (further - society) the commercial organization which authorized capital is divided into certain number of the shares certifying liability laws of members of society (shareholders) in relation to society is recognized.

Shareholders do not answer for obligations society and bear risk of the losses connected with its activities, within cost owned by them stocks.

The shareholders who did not completely pay shares bear joint liability according to obligations of society within unpaid part of cost of the stocks owned by them.

Shareholders have the right to alienate the stocks owned by them without the consent of other shareholders and society if other is not provided by this Federal Law concerning non-public societies.

2. Provisions of this Federal Law extend to societies with one shareholder so far as this Federal Law does not provide other and as it does not contradict being of the corresponding relations.

3. Society is legal entity and 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.

Before payment 50 percent of shares of society, distributed among his founders, society have no right to make the transactions which are not connected with organization of society.

4. Society has the civil laws and performs the duties necessary for implementation of the any kinds of activities which are not forbidden by the Federal Laws.

Society can be engaged in separate types of activity which list is determined by the Federal Laws only based on special permission (license). If conditions of provision of special permission (license) for occupation certain type of activity provide the requirement about occupation by such activities as exclusive, then society during effective period of special permission (license) has no right to perform other types of activity, except for the types of activity provided by special permission (license) and it accompanying.

5. Society is considered created as the legal entity from the moment of its state registration in the procedure established by the Federal Laws. Society is created without restriction of term if other is not established by its charter.

6. 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.

7. 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.

8. If this Federal Law provides judicial protection of shareholder rights, such protection can be performed by reference tribunal in cases and according to the procedure which are established by the Federal Law.

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 shareholders.

3. If insolvency (bankruptcy) of society is caused by actions (failure to act) of its shareholders or other persons which have the right to give instructions, obligatory for society, or otherwise have opportunity to determine its actions, then subsidiary responsibility according to its obligations can be conferred on the specified shareholders or other persons in case of insufficiency of property of society.

Insolvency (bankruptcy) of society is considered caused by actions (failure to act) of its shareholders or other persons which have the right to give instructions, obligatory for society, or otherwise have opportunity to determine its actions, only if they used the specified right and (or) opportunity for the purpose of making of action by society, obviously knowing that thereof there will come insolvency (bankruptcy) of society.

4. The state and its bodies do not bear responsibility according to obligations of society, as well as society does not answer for obligations the state and its bodies.

Article 4. Trade name and location of society

1. Society shall have complete and has the right to have the reduced trade name in Russian. Society has the right to have also complete and (or) reduced trade name in languages of the people of the Russian Federation and (or) foreign languages.

The full trade name of society in Russian shall contain full name of society and specifying on its form of business - joint-stock company, and full trade name of public society in Russian - also specifying on the fact that society is public. The reduced trade name of society in Russian shall contain the full or abbreviated name of society and the word "joint-stock company" or abbreviation of "autonomous area", and the reduced trade name of public society in Russian - the full or abbreviated name of public society and the word "public joint stock company" or abbreviation of "public joint stock company".

The trade name of society in Russian and in languages of the people of the Russian Federation may contain foreign-language borrowings in the Russian transcription or in transcriptions of languages of the people of the Russian Federation, except for the terms and abbreviations reflecting form of business of society.

Other requirements to trade name of society are established by the Civil code of the Russian Federation.

2. The location of society is determined by the place of its state registration.

3. It is excluded

Article 5. Branches and representative offices of society

Society can create branches and open representations according to provisions of the Civil code of the Russian Federation, this Federal Law and other Federal Laws.

Article 6. Affiliated and dependent societies

1. Society can have the affiliated and dependent societies with the rights of the legal entity in the territory of the Russian Federation created according to this Federal Law and other Federal Laws, and outside the territory of the Russian Federation - according to the legislation of foreign state in the location of affiliated or dependent societies if other is not provided by the international treaty of the Russian Federation.

2. Society is recognized affiliated if other (main) economic society (partnership) owing to the prevailing participation in its authorized capital, or according to the agreement signed between them, or otherwise has opportunity to determine the decisions made by such society.

3. The subsidiary does not answer on debts of the main society (partnership).

The main society (partnership) which has the right to give to subsidiary obligatory for the last specifying, answers solidary with subsidiary according to the bargains concluded by the last in pursuance of such instructions. The main society (partnership) is considered having right to give to subsidiary obligatory for the last specifying only in case this right is provided in the contract with subsidiary or the charter of subsidiary.

In case of insolvency (bankruptcy) of subsidiary because of the main society (partnership) the last bears subsidiary responsibility on its debts. Insolvency (bankruptcy) of subsidiary is considered occurred because of the main society (partnership) only in case the main society (partnership) used the specified right and (or) opportunity for the purpose of making of action by subsidiary, obviously knowing that thereof there will come insolvency (bankruptcy) of subsidiary.

Shareholders of subsidiary have the right to require compensation by the main society (partnership) of the losses caused through his fault to subsidiary. Losses are considered caused because of the main society (partnership) only in case the main society (partnership) used the right and (or) opportunity which are available for it for the purpose of making of action by subsidiary, obviously knowing that thereof the subsidiary will suffer losses.

4. Society is recognized dependent if other (prevailing) society has more than 20 percent of voting shares of the first society.

Society which acquired more than 20 percent of voting shares of society shall publish without delay data on it according to the procedure, determined by the Bank of Russia and federal antimonopoly authority.

Article 7. Public and non-public societies

1. Society can be public or non-public that is reflected in its charter and trade name.

2. Public society has the right to carry out share placing and the issued securities converted into its shares by means of open subscription. The shares of non-public society and issued securities converted into its shares cannot be placed by means of open subscription or be offered otherwise for acquisition to the unrestricted group of people.

3. By the charter of non-public society the privilege of acquisition by its shareholders of the shares alienated according to paid transactions by other shareholders on bid price to the third party or at the price which or procedure for determination of which are established by the charter of society can be provided. In case of alienation of shares on others, than the purchase and sale agreement, to transactions (exchange, compensation and others) the privilege of acquisition of such shares can be provided by the charter of non-public society only at the price which or procedure for determination of which are established by the charter of society. If other is not provided by the charter of society, shareholders have the privilege of acquisition of alienable shares in proportion to the number of the shares belonging to each of them.

By the charter of non-public society providing the privilege of its shareholders to acquisition of the shares alienated according to paid transactions also the privilege of non-public society to acquisition of alienable shares can be provided if its shareholders did not use the privilege.

In case of the dispute connected with implementation of the privilege of acquisition of alienable shares at the price which or procedure for determination of which are established by the charter of non-public society court has the right not to apply regulations of the charter of society on such price if at the time of implementation of the privilege the provided price significantly below share market value of society concerning which the privilege is performed.

4. The shareholder, intended to perform alienation of the shares to the third party, shall inform on it non-public society which charter provides the privilege of acquisition of alienable shares. The notice shall contain specifying on the number of alienable shares, their price and other conditions of alienation of shares. No later than two days from the date of receipt of the notice society shall notify shareholders on the contents of the notice according to the procedure provided for the message on holding general shareholder meeting if other procedure for the notice is not provided by the charter of non-public society. If other is not provided by the charter of society, the notice of shareholders of society is performed for the shareholder account, intended to perform alienation of the shares.

The shareholder has the right to perform alienation of shares to the third party provided that other shareholders of society and (or) society will not use the privilege of acquisition of all alienable shares within two months from the date of receipt of the notice by society if shorter term is not provided by the charter of society. If alienation of shares is performed according to the purchase and sale agreement, such alienation shall be performed at the price and on conditions which are reported to society. The term of implementation of the privilege provided by the charter of society cannot be less than 10 days from the date of receipt of the notice by society. The term of implementation of the privilege stops if before its expiration from all shareholders of society written applications about use of the privilege or about refusal of its use are received.

In case of alienation of shares of non-public society with violation of the privilege the shareholders having such privilege, or society if its charter provides the privilege of acquisition of shares by it, within three months from the date of when the shareholder of society or society was learned or shall learn about this violation, had the right to demand judicially the translation of the rights to them and obligations of the acquirer and (or) transfer of aloof shares to them with payment to the acquirer of their price for the purchase and sale agreement or the price determined by the charter of society, and in case of alienation of shares on others, than the purchase and sale agreement, to transactions - transfers of aloof shares to them with payment to their acquirer of the price determined by the charter of society if it is proved that the acquirer knew or shall know about availability in the charter of society of regulations on the privilege.

5. By the charter of non-public society need of receipt of consent of shareholders to alienation of shares to the third parties can be provided. The specified provision of the charter of non-public society is effective during the certain term provided by its charter, but no more than within five years from the date of state registration of non-public society or from the date of state registration of corresponding changes in the charter of society.

If the charter of non-public society provides need of receipt of consent of shareholders to alienation of shares, such consent is considered received provided that within 30 days or in shorter time determined by the charter of society from the date of receipt by society of the notification on intention to perform alienation of shares in society statements of shareholders for refusal in consent on alienation of shares did not arrive. The procedure for the direction of the notifications and statements provided by this paragraph is determined by the charter of non-public society.

In case of alienation of shares with violation of the provisions of the charter of non-public society specified in this Item the shareholders who refused to agree to alienation of shares within three months from the date of when they learned or shall learn about such violation, had the right to take a legal action with the requirement about recognition of the invalid transaction about alienation of shares if it is proved that the acquirer knew or shall know about availability in the charter of society of regulations on need of receipt of consent of shareholders to alienation of shares.

6. The charter of non-public society or the decision on placement of the additional shares or issued securities converted into shares which is made by general shareholder meeting unanimously all shareholders of non-public society can provide that shareholders have no privilege of acquisition of the placed additional shares or issued securities converted into shares.

7. Subsidiary duties of shareholders of society, in addition to provided by the Civil code of the Russian Federation for members of economic societies, can be provided by the charter only of non-public society.

8. 5 - 7 these Articles of provision established by Items 3, can be provided by the charter of non-public society under its organization or are introduced in its charter, changed and excluded from its charter according to the decision made by general shareholder meeting unanimously all shareholders of society.

Article 7.1. Acquisition of the public status by non-public society

1. Non-public society acquires the status of public society (the public status) by entering into the charter of society of the changes containing specifying on the fact that society is public.

Society has the right to provide for entering into the Unified State Register of Legal Entities of the data on the trade name of society containing specifying on the fact that such society is public, on condition of registration of the prospectus of its shares and the conclusion by society of the contract with the organizer of trade on listing of its shares.

Non-public society acquires the public status from the date of state registration of the specified changes in its charter and entering into the Unified State Register of Legal Entities of data on the trade name of such society containing specifying on the fact that society is public.

2. The decision on entering into the charter of non-public society of the changes containing specifying on the fact that such society is public is accepted by general shareholder meeting the majority in three quarters of voices of all shareholders - shareholders of each category (type) if the charter of non-public society does not provide need of bigger poll. Along with the general shareholder meeting specified by the decision can be accepted the decision on entering into the charter of society of changes regarding its reduction in compliance with the requirements established for public society and (or) the decision on placement by means of open subscription of additional shares of society.

If along with the decision on entering into the charter of non-public society of the changes containing specifying on the fact that such society is public the decision on entering into the charter of non-public society of changes regarding its reduction in compliance with the requirements established for public society is made, the first decision becomes effective from the date of state registration of changes in the charter of non-public society regarding its reduction in compliance with requirements to public society. In this case the specified decisions are made by general shareholder meeting the majority in three quarters of voices of all shareholders - shareholders of each category (type) if the charter of non-public society does not provide need of bigger poll, and in the presence of the preferred shares specified in Item 6 of article 32 of this Federal Law, also unanimously by all shareholders - owners of such preferred shares.

3. Registration of the prospectus of shares in case of acquisition of the public status by society can be performed along with state registration of their release (additional release).

Documents for registration of the prospectus of shares and if its registration is performed along with state registration of release (additional release) of shares, also documents for state registration of release (additional release) of shares are submitted to the Bank of Russia before entering into the Unified State Register of Legal Entities of data on the trade name of society containing specifying on the fact that society is public. In this case the decision on registration of the prospectus of shares and if its registration is performed along with state registration of release (additional release) of shares, also the decision on state registration of release (additional release) of shares are accepted by the Bank of Russia before entering into the Unified State Register of Legal Entities of the data provided by this Item and become effective from the date of entering of the corresponding data into the specified register.

4. The additional bases for refusal in registration of the prospectus of shares, state registration of release (additional release) of shares in case of acquisition of the public status by non-public society are:

1) discrepancy of the size of the authorized capital and placed shares of society, charter provisions, and also structure and structure of bodies of society to the requirements established by the Civil code of the Russian Federation and this Federal Law for public society;

2) lack of the contract with the organizer of trade on listing of shares of society signed by society.

Article 7.2. Termination of the public status of society

1. The public status of society stops by entering into its charter of the changes excluding specifying on the fact that society is public. The public status of society stops from the date of state registration of the specified changes in its charter and entering into the Unified State Register of Legal Entities of data on the trade name of such society which is not containing specifying on the fact that society is public.

2. The termination of its public status by society is allowed in case of simultaneous observance of the following conditions:

1) the shares of society or issued securities of society converted into its shares are not in process of placement by means of open subscription and are not admitted to organized trading;

2) the Bank of Russia makes the decision on release of society from obligation to open information, stipulated by the legislation the Russian Federation about securities.

3. The decision on entering into the charter of public society of the changes excluding specifying on the fact that society is public is accepted along with the decision on the appeal of society to the Bank of Russia with the statement for release it from obligation to open information, stipulated by the legislation the Russian Federation about securities, and the decision on the address with the statement for delisting of all shares and all issued securities converted into shares. Such decisions are made within one question of the agenda of general shareholder meeting. Decisions concerning the agenda, provided by this Item, are accepted by general shareholder meeting the majority in 95 percent of votes of all shareholders - shareholders of society of all categories (types).

4. The shareholders of public society who were voting against or not taking part in vote on the question specified in Item 3 of this Article, having the right to require the redemption society of the stocks owned by them according to the rules established by articles 75 and 76 of this Federal Law.

Decisions on the question specified in Item 3 of this Article become effective provided that the total quantity of shares concerning which requirements about the redemption are declared does not exceed the number of shares which can be redeemed by society taking into account restriction, stipulated in Item the 5th article 76 of this Federal Law.

Chapter II. Organization, reorganization and liquidation of society

Article 8. Creation of society

Society can be created by organization again and by reorganization of the existing legal entity (merge, separation, allocation, transformation).

Society is considered created from the moment of its state registration.

Article 9. Organization of society

1. Creation of society by organization is performed according to the decision of founders (founder). The decision on organization of society is made by the constituent assembly. In case of organization of society one person the decision on its organization is made by this person solely.

2. The decision on organization of society shall contain results of vote of founders and decisions made by them concerning organization of society, approval of the charter of society, election of governing bodies of society, audit committee of society if the charter of society does not provide its absence, approvals of the registrar of society and terms of the contract with it. The contract with the registrar of society is signed by all founders of society or on behalf of all his founders person who is determined in the agreement on creation of society or in the decision on its organization. According to the obligations from the specified agreement which arose before state registration of society, all his founders bear joint liability. After state registration of society by the party of such agreement there is specified society.

3. The decision on organization of society, approval of its charter and approval of money value of the securities, other things or property rights or other rights having money value, introduced by the founder in payment of shares of society is accepted by founders unanimously.

4. Election of governing bodies of society, audit committee of society if the charter of society does not provide its absence, approval of the registrar of society, and also in the case provided by this Item, statement of the auditor of society is performed by founders of society the majority in three quarters of voices which represent the societies of the share which are subject to placement among founders.

Under organization of society founders can approve the auditor of society. In this case the decision on organization of society shall contain results of vote of founders of society and the decision on statement of the auditor of society made by founders.

5. Founders of society sign among themselves the written agreement about its creation determining procedure them joint activities for organization of society, the size of the authorized capital of society, category and types of the shares which are subject to placement among founders, the size and procedure for their payment, the right and obligation of founders on creation of society. The agreement on creation of society is not the constituent document of society and is effective before the termination of the payment due date of the shares which are subject to placement among founders determined by the agreement.

In case of organization of society one person the decision on organization shall determine the size of the authorized capital of society, categories (types) of shares, the size and procedure for their payment.

6. Features of organization of societies with participation of foreign investors can be provided by the Federal Laws.

Article 10. Founders of society

1. Founders of society are the citizens and (or) legal entities who made the decision on its organization.

State bodies and local government bodies cannot act as founders of society if other is not established by the Federal Laws.

2. Paragraph one of ceased to be valid according to the Federal Law of the Russian Federation of 29.06.2015 No. 210-FZ

Society cannot have other economic society consisting of one person as the single founder (shareholder) if other is not established by the Federal Law.

3. Founders of society bear joint liability according to the obligations connected with its creation and arising before state registration of this society.

Society bears responsibility according to the obligations of founders connected with its creation only in case of the subsequent approval of their actions by general shareholder meeting.

Article 11. Charter of society

1. The charter of society is the constituent document of society.

2. Requirements of the charter of society are obligatory for execution by all bodies of society and its shareholders.

3. The charter of society shall contain the following data:

the complete and reduced trade names of society;

society location;

the paragraph the fourth ceased to be valid according to the Federal Law of the Russian Federation of 29.06.2015 No. 210-FZ

quantity, nominal value, categories (ordinary, exclusive) shares and types of the preferred shares placed by society;

shareholder rights - shareholders of each category (type);

size of the authorized capital of society;

structure and competence of governing bodies of society and procedure for adoption of decisions by them;

procedure for preparation and holding general shareholder meeting, including the list of questions on which decision is made by governing bodies of society qualified by a majority vote or unanimously;

the paragraph the tenth ceased to be valid according to the Federal Law of the Russian Federation of 29.06.2015 No. 210-FZ

other provisions provided by this Federal Law and other Federal Laws.

Restrictions of number of the shares belonging to one shareholder, and their total nominal value, and also the maximum poll, provided to one shareholder can be set by the charter of non-public society. The specified provisions can be provided by the charter of society under its organization or are brought in its charter, changed and excluded from its charter according to the decision made by general shareholder meeting unanimously all shareholders of society.

The charter of society may contain other provisions which are not contradicting this Federal Law and other Federal Laws.

The charter of society shall contain data on use in respect of society of the special participation right of the Russian Federation, the subject of the Russian Federation or the municipality in management of the specified society ("golden share").

3.1. The charter of public society along with the data specified in Item 3 of this Article also shall contain:

1) specifying on the public status of society;

2) specifying on availability in structure of governing bodies of society of the board of directors (supervisory board), its competence and procedure for adoption of decisions by it.

3.2. The charter of public society shall contain data on audit committee in case of decision making about its creation, the charter of non-public society - data on audit committee or its absence and if the audit committee is created only in the cases provided by the charter of non-public society - data on it with indication of such cases.

4. Upon the demand of the shareholder, the auditor or any interested person society shall give in reasonable time to them opportunity to study the charter of society, including changes and amendments to it. Society shall provide to the shareholder according to its requirement the copy of the existing charter of society. The payment levied by society for provision of the copy cannot exceed costs for its production.

Article 12. Modification and amendments in the charter of society or approval of the charter of society in the new edition

1. Modification and amendments in the charter of society or approval of the charter of society is in the new edition performed according to the decision of general shareholder meeting, except as specified, provided by Items 2-6 of this Article.

2. Entering into the charter of society of changes and amendments by results of placement of additional shares of society, including changes connected with increase in the authorized capital of society is performed based on the decision on increase in the authorized capital of society by the placement of additional shares or other decision which is the basis for placement of additional shares of the society accepted by general shareholder meeting or the board of directors (supervisory board) of society if the last possesses the right of its acceptance, and the registered report on release results (additional release) of shares or if according to the Federal Law the procedure of share issue does not provide state registration of such report, statements from the state register of issued securities. Entering into the charter of society of the changes and amendments connected with increase (reduction) in share par value of society including the changes connected with increase (reduction) in the authorized capital of society, consolidation or share split of society is performed based on the decision on increase (reduction) in the authorized capital of society by increase (reduction) in nominal value of its shares, the decision on consolidation or share split of the society accepted by general shareholder meeting and the registered changes made to the decision on share issue of society, and in cases, stipulated by the legislation the Russian Federation about insolvency (bankruptcy), the registered report on results of share issue of society. In case of increase in the authorized capital of society by placement of additional shares the authorized capital of society increases by the amount of nominal value of the placed additional shares of society, and the number of the announced shares of certain categories (types) decreases by number of the placed additional shares of society of these categories (types).

3. Entering into the charter of society of the changes and amendments connected with reduction of the authorized capital of society by share acquisition of society for the purpose of their repayment is performed based on the decision of general shareholder meeting on such reduction and the society of the report on share acquisition results approved by the board of directors (supervisory board). Entering into the charter of society of the changes and amendments connected with reduction of the authorized capital of society by repayment of own stocks owned by society in the cases provided by this Federal Law is performed based on the decision of general shareholder meeting on such reduction and the society of the report on share retirement results approved by the board of directors (supervisory board). In these cases the authorized capital of society decreases by the amount of nominal value of the extinguished shares.

4. Entering into the charter of society of data on use in respect of society of the special participation right of the Russian Federation, subject of the Russian Federation or the municipality in management of the specified society ("golden share") is performed based on respectively decision of the Government of the Russian Federation, public authority of the subject of the Russian Federation or local government body on use of the specified special right, and exception of such data - based on the decision of these bodies on cancellation of such special right.

5. Ceased to be valid according to the Federal Law of the Russian Federation of 29.06.2015 No. 210-FZ

6. Entering into the charter of society of changes and amendments regarding specifying of the size of its authorized capital, including the number of placed shares, is performed by results of share placing at the time of creation of society by reorganization in the form of merge based on the agreement on merge and the registered report on the results of share issue placed during creation of this society.

Article 13. State registration of society

Society is subject to state registration in the body performing state registration of legal entities, according to the procedure, provided by the Federal Law on state registration of legal entities.

Article 14. State registration of changes and amendments in the charter of society or the charter of society in the new edition

1. Changes and amendments in the charter of society or the charter of society in the new edition are subject to state registration according to the procedure, stipulated in Article the 13th this Federal Law for registration of society.

2. Changes and amendments in the charter of society or the charter of society in the new edition acquire force for the third parties from the moment of their state registration, and in the cases established by this Federal Law - from the moment of the notification of the body performing state registration.

Article 15. Reorganization of society

1. Society can be voluntarily reorganized according to the procedure, provided by this Federal Law. Features of reorganization of society - subject of natural monopoly which more than 25 percent of shares are fixed in federal property are determined by the Federal Law establishing the bases and procedure for reorganization of such society.

Other bases and procedure for reorganization of society are determined by the Civil code of the Russian Federation and other Federal Laws.

2. Reorganization of society can be performed in the form of merge, accession, separation, allocation and transformation.

3. Forming of property of the societies created as a result of reorganization is performed only at the expense of property of the reorganized societies.

4. Society is considered reorganized, except as specified reorganization in the form of accession, from the moment of state registration of again arisen legal entities.

By reorganization of society in the form of accession to it of other society the first of them is considered reorganized from the moment of entering into the Unified State Register of Legal Entities of record about the termination of activities of the attached society.

5. State registration of the societies which again resulted from reorganization and introduction of record about the termination of activities of the reorganized societies are performed according to the procedure, established by the Federal Laws.

6. The reorganized society after entering into the Unified State Register of Legal Entities of record about the beginning of the procedure of reorganization twice with frequency places once a month in mass media in which data on state registration of legal entities, the message on the reorganization conforming to the requirements established by Items 6.1 and 6.2 of this Article are published. If two and more societies participate in reorganization, the message on reorganization is published on behalf of all the societies participating in reorganization by society, the last made the decision on reorganization or certain decision on reorganization. In case of reorganization of society guarantees, stipulated in Article 60 Civil codes of the Russian Federation are provided to creditors.

State registration of the societies created as a result of reorganization, and introduction of records about the termination of activities of the reorganized societies are performed in the presence of proofs of the notification of creditors according to the procedure, established by this Item.

If the separation balance sheet or the transfer act does not give the chance to determine the legal successor of the reorganized society, the legal entities created as a result of reorganization bear joint liability according to obligations of the reorganized society to his creditors.

The transfer act, the separation balance sheet shall contain regulations on legal succession according to all obligations of the reorganized society concerning all his creditors and debtors, including the challenged obligations, and procedure for determination of legal succession in connection with changes of type, structure, property value of the reorganized society, and also in connection with origin, change and the termination of the rights and obligations of the reorganized society which can happen after date for which are drawn up the transfer statement, the separation balance sheet.

6.1. In the message (notification) on reorganization are specified:

1) the complete and reduced names, data on the location of each society participating in reorganization;

2) the complete and reduced names, data on the location everyone created (continuing activities) as a result of reorganization of society;

3) reorganization form;

4) the description of procedure and conditions of the statement creditors of each legal entity of the requirements participating in reorganization, including specifying of the location of permanent executive body of the legal entity, additional addresses to which such requirements, and also methods of communication with the reorganized society can be declared (phone numbers, faxes, e-mail addresses and other data);

5) the information about persons performing functions of sole executive body of each legal entity participating in reorganization and also legal entities created (continuing activities) as a result of reorganization;

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