от 06.12.2001 г. № 310-II
The founders of the company conclude a constituent agreement and approve the charter of the company, with the exception of the case provided for in the second part of article 11 of this Law. The founders of the company elect (appoint) the executive bodies of the company, and also in the case of making non-monetary contributions to the authorized capital (authorized fund) of the company, approve their monetary value. The decision to approve the charter of the company, as well as the decision to approve the monetary value of contributions made by the founders of the company, are adopted unanimously by the founders. Other decisions are made by the founders of the company in the manner prescribed by this Law and the constituent documents of the company.
Documents for state registration provided for by part five of this article of amendments to the constituent documents of the company, as well as documents confirming full contributions by the participants of the company and contributions by third parties in full, must be submitted to the body performing state registration of legal entities no later than one month from the day the general meeting of participants of the company approves changes to the constituent documents. The indicated changes in the constituent documents become effective for the participants in the partnership and third parties from the day of their state registration by the body performing state registration of legal entities.
In case of non-observance of the terms provided for by parts five and seven of this Article, or of complete non-payment of additional contributions provided for by part one of this article by all participants, or in the absence of a decision to reduce the originally established amount of the total value of additional contributions provided for by part six of this article, an increase in the authorized Fund (authorized capital) of the company is recognized as failed. In this case, the company is obliged to return to the participants in the company the additional cash contributions made by them within ten days.
In case of untimely return of cash deposits within the period specified in the paragraph of the third part of the sixth, as well as in the eighth of this article, the company is obliged to pay interest in the manner and terms stipulated by law.
To the participants of the company who have made non-monetary contributions, the company is obliged in the cases specified in the paragraph of the third part of the sixth, as well as in the eighth of this article, to return their deposits in the form submitted or, with their consent, in cash, within three months, and if untimely return of deposits within the specified period also compensate for lost profits due to the inability to use the property contributed as a deposit.
The share of the company’s participant who, when the company was established, did not make its full contribution to the authorized capital (authorized fund) of the company on time, as well as the share of the company’s participant who did not provide monetary compensation on time, as provided for in part three of Article 15 of this Law, shall pass to society. In this case, the company is obliged to pay the participant of the company the actual value of part of its share in proportion to the part of the contribution made by him (the period during which the property was in use of the company), or with the consent of the participant of the company to give him property in kind in kind. The actual value of a part of the share is determined on the basis of the financial statements of the company for the last reporting period preceding the date of expiration of the deposit or compensation.
If the participants in the company refuse to consent to the transfer or distribution of the share in cases provided for by parts fourteen, fifteenth and sixteenth of Article 20 of this Law, if such consent is necessary in accordance with the charter of the company, the share shall be transferred to the company. At the same time, the company is obligated to pay the heirs of the deceased member of the company, the successors of the reorganized legal entity — the participant of the company or the participants of the liquidated legal entity - the participant of the company, the actual value of the share, determined on the basis of the financial statements of the company for the last reporting period preceding the day of death, reorganization or liquidation, or with their consent to give them in real property of the same value.
In the case of payment by the company in accordance with Article 24 of this Law of the actual value of the share (part of the share) of the company’s participant at the request of its creditors, part of the share whose real value was not paid by other participants of the company shall be transferred to the company, and the remaining part of the share shall be distributed among the participants of the company in proportion payment made by them.
Decisions on the issues specified in the second paragraph of the second part of Article 30 of this Law, as well as on other issues determined by the charter of the company, shall be taken by a majority of at least two-thirds of the total number of votes of the participants of the company, if the need for a larger number of votes to make such a decision is not provided this Law or the charter of the company.
Decisions on the issue specified in paragraph twelve of part two of Article 30 of this Law shall be taken unanimously by all participants in the company. The remaining decisions are made by a majority of the total votes of the participants of the company, if the need for a larger number of votes for such decisions is not provided for by this Law or the charter of the company.
The decision of the general meeting of the company’s participants on the issues referred to in the second part of Article 30 of this Law cannot be taken by absentee voting (by poll), unless otherwise provided by the charter of the company.
The charter of the company may stipulate that the powers of the company's supervisory board include the formation of the executive bodies of the company, the early termination of their powers, the creation of an internal audit service and the appointment of its employees, the resolution of issues of major transactions in cases provided for in Article 44 of this Law, the resolution of issues, related to the preparation, convening and holding of a general meeting of members of the company, as well as the resolution of other issues provided for by this Law. In the event that the resolution of issues related to the preparation, convening and holding of a general meeting of company members is attributed to the powers of the company's supervisory board, the company's executive body acquires the right to demand an extraordinary general meeting of company members.
The company shall keep the documents provided for in the first part of this article at the location of its executive body or in another place known and accessible to the participants of the company.