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FEDERAL LAW OF THE RUSSIAN FEDERATION

of November 28, 2011 No. 335-FZ

About investment partnership

(as amended on 02-07-2021)

Accepted by the State Duma on November 21, 2011

Approved by the Federation Council on November 25, 2011

Article 1. Purpose, subject of regulation and scope of this Federal Law

1. The purpose of this Federal Law is creation of legal conditions for investment attraction in economy of the Russian Federation and implementation of investment projects based on the agreement of investment partnership.

2. This Federal Law according to the Civil code of the Russian Federation regulates features of the agreement of particular partnership signed for implementation of joint investing activities (the agreement of investment partnership) including legal status and responsibility of agreement parties of investment partnership, procedure for establishment, change or termination of the rights and obligations of agreement parties of investment partnership.

3. Are applied to the relations arising in connection with implementation of joint investing activities based on the agreement of investment partnership, provision of the Civil code of the Russian Federation, other Federal Laws and other regulatory legal acts of the Russian Federation accepted according to them taking into account the features established by this Federal Law.

Article 2. Basic concepts

1. For the purpose of this Federal Law the following basic concepts are used:

1) joint investing activities - the activities for investment of common property of companions into the investment objects allowed by the Federal Law and this agreement performed by companions jointly based on the agreement of investment partnership for the purpose of realization investment, including innovative, projects;

2) policy of maintaining common causes (the investment declaration) - the set of the conditions establishing obligatory for accomplishment by the managing companion of the requirement to the list of the investment objects allowed by the Federal Law which is part of the agreement of investment partnership to structure and structure of common property of companions and (or) to the amount of execution according to the bargains concluded by one, several or all managing companions including concerning one person or group of persons, including persons who are affiliated in relation to managing companions and (or) their affiliates. The exception of policy of maintaining common causes (the investment declaration) of any of the specified requirements or inclusion in it of additional requirements can be provided by the agreement of investment partnership;

3) ceased to be valid according to the Federal Law of the Russian Federation of 21.07.2014 No. 220-FZ

4) joint property - in relation to the contract of investment partnership with the isolated property the common property which stands apart from isolated (isolated) property (imushchestvo) is created of deposits of all agreement parties of investment partnership with the isolated property and belongs to them, and also general obligations on which according to this Federal Law are incurred by all agreement parties of investment partnership with the isolated property;

5) the isolated property - in relation to the contract of investment partnership with the isolated property the common property which stands apart from joint property and another (others) isolated (isolated) property (imushchestvo) and cannot be created of the contributions made in joint property or other isolated property is created according to the contract of investment partnership with the isolated property of deposits of all or several participants of such agreement and belongs to them, and also general obligations on which according to this Federal Law are incurred by those agreement parties of investment partnership with isolated by property which made contribution (deposits) to such common property;

6) the companion-investor (further also - the companion - the investor in common property) - the companion (including the managing companion) who made contribution to the corresponding common property.

2. Securities of foreign issuers can be investment objects in case of implementation of joint investing activities provided that the specified securities can be allowed to placement and (or) the public address in the Russian Federation in accordance with the legislation of the Russian Federation about securities.

Article 3. Agreement of investment partnership

1. Under the agreement of investment partnership two or several persons (companions) shall connect the deposits and perform joint investing activities without formation of legal entity for generation of profit.

1.1. The agreement of investment partnership can provide that the investment partnership is created in the form of investment partnership with the isolated property in which along with joint property one or several isolated imushchestvo can be formed (investment partnership with the isolated property). The isolated property stands apart from joint property and other isolated imushchestvo. The procedure for formation of the isolated imushchestvo is determined by the contract of investment partnership with the isolated property. To joint property, and also provisions of this Federal Law on common property of companions-investors are applied to each separate isolated property. The agreement of investment partnership can provide that not all agreement parties of investment partnership can be companions - investors in the isolated property.

1.2. Common causes of companions which made contribution to joint property are recognized investment partnership with the isolated property common causes of companions - investors in joint property, and common causes of companions - investors in the isolated property common causes of those companions which made contribution to the corresponding isolated property are recognized.

1.3. Deposits of companions which made contribution to joint property are recognized investment partnership with the isolated property deposits to common cause of companions - investors in joint property, and deposits to common cause of companions - investors in the isolated property deposits of those companions which made contribution to the corresponding isolated property are recognized.

1.4. The investment partnership with the isolated property can be created only provided that in case of the conclusion of the contract of investment partnership with the managing companion of such investment partnership isolated by property the "Managing Company of the Russian Direct Investment Fund" joint-stock company or its affiliated or dependent society or the other person approved by the order of the Government of the Russian Federation is.

1.5. In case of replacement of the managing companion (managing companions) after the conclusion of the contract of investment partnership with the new managing companion isolated by property there can be only person answering to the criteria established in part 1.4 of this Article.

2. In the agreement of investment partnership companions participate in limits and in amount which are established by the Civil code of the Russian Federation, this Federal Law and the agreement of investment partnership, at the same time one or several companions (managing companions) perform maintaining common causes of companions on behalf of all companions.

2.1. In case of participation in the agreement of investment partnership of two and more managing companions maintaining common causes of companions on behalf of all companions is performed by all managing companions jointly if other is not provided in the agreement of investment partnership. If this Federal Law or the agreement of investment partnership making of certain action belongs to the licensed type of activity and it can be made only by the managing companion having the corresponding license, such action is not combined action of all managing companions participating in the agreement of investment partnership, but does not exclude their joint liability for consequences of such action (failure to act) provided that it is connected with implementation of joint investing activities and is made according to provisions of the agreement of investment partnership.

3. The commercial organizations can be agreement parties of investment partnership, and also in the cases established by the Federal Law non-profit organizations so far as implementation of investing activities serves goal achievement for the sake of which they are created, and answers these purpose. Physical persons cannot be agreement parties of investment partnership.

4. The foreign legal entities, and also the foreign organizations who are not legal entities on foreign law participate in quality of the agreement party of investment partnership taking into account established by international treaties of the Russian Federation and the legislation of the Russian Federation of features of legal status of these persons.

5. The managing companion has no right to participate at the same time in two and more agreements of investment partnership if at least one of them contains prohibition on such participation. The agreement of investment partnership signed by the managing companion in defiance of the specified restriction can be nullified judicially upon the demand of any other participant of this contract with assignment for the managing companion of obligation on compensation by everything to participants of this agreement caused to them with respect thereto losses.

6. Voided

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