Chapter I. General Provisions

Article 1. Sphere of Application of This Federal Law
1. In accordance with the Civil Code of the Russian Federation, this Federal Law shall determine the procedure for the formation, re-organisation, liquidation and the legal status of joint-stock companies, the rights and duties of their shareholders, and also shall ensure the protection of the rights and interests of shareholders.
2. This Federal Law shall apply to all joint-stock companies formed or to be formed in the Russian Federation, unless otherwise provided for by this Federal Law or by other federal laws.
3. Federal laws shall define the particular aspects of the formation, re-organisation, liquidation, and the legal status of joint-stock companies in the spheres of banking, investment, and insurance activities.
4. Federal laws shall define the particular aspects of the formation, re-organisation, liquidation, and the legal status of joint-stock companies established based on collective and state farms, and also other agricultural enterprises reorganized in accordance with Decree of the President of the Russian Federation No. 323 of December 27, 1991 on Urgent Measures to Carry out the Land Reform in the RSFSR, and also the peasant (or private) farms, servicing and service enterprises for agricultural producers, namely, enterprises of material and technical supply, repair and technical enterprises, enterprises for agricultural chemistry, tree farms, inter-farm construction organizations, rural electric power enterprises, seed-growing stations, flax plants, and enterprises for the processing of vegetables.
5. The peculiarities of the formation of joint-stock companies in the event of privatisation of state and municipal enterprises shall be determined by federal law and other legal acts of the Russian Federation on privatisation of state and municipal enterprises. The peculiarities of the legal status of the joint-stock companies formed in the event of privatisation of state and municipal enterprises having 25 per cent of their shares in state ownership or municipal ownership or in respect of which the special participation right of the Russian Federation, Russian regions or municipal entities to take part in the management thereof is exercised (" golden share"), shall be determined by a federal law on the privatisation of state and municipal enterprises.
The particular aspects of the legal status of joint-stock companies established by privatizing state and municipally-owned enterprises shall be effective upon adoption of the decision concerning privatization until the time of sale by the State or by a municipal formation of 75 per cent of shares owned by them in such a joint-stock companies, but not later than the end of the period for privatization determined by the privatization plan of such an enterprise.
Article 2. The Basic Provisions Concerning Joint-Stock Companies
1. A joint-stock company (hereinafter referred to as a company) is a commercial organisation whose charter capital is divided into a definite number of shares of stock certifying the rights and obligations of the participants in the company (shareholders) to the company.
Shareholders shall not be liable for obligations of the company and shall bear the risk of losses associated with its activity only to the extent of the value of shares of stock owned by them.
Shareholders who have not paid for stock in full shall be jointly and severally liable for the obligations of the company to the extent of the unpaid portion of the value of shares of stock owned by them.
The shareholders shall be entitled to alienate the shares they own, without the consent of the other shareholders and the company.
2. The provisions of the present Federal Law shall extend to companies having one shareholder in as much as is not provided otherwise in the present Federal Law and does not conflict with the essence of relevant relationships.
3. A company is a legal entity; it has separate assets in its ownership which are reported in a separate balance sheet and may in its own name acquire and exercise property and personal non-property rights, incur obligations, and be plaintiff or defendant in court.
The company shall not be entitled to make deals not relating to the founding of the company until the time when payment is made for 50 per cent of the company's shares distributed among its founders.
4. A company shall have civil rights and bear obligations required to pursue any types of activities not prohibited by federal laws.
A company may engage in certain types of activities, the list of which is determined by federal laws, only on the basis of a special authorisation (or license). If granting of a special authorisation (or license) to engage in a certain type of activity is conditioned on the engaging in such activity exclusively, during the period of operation of the special authorisation (or license) the company may not engage in other types of activities throughout the period of operation of the special authorisation (or license), except for the types of activities provided for by the special authorisation (or license) or concomitant thereto.
5. A company shall be considered to be created as a legal entity upon its state registration according to the procedure established by federal laws. A company shall be created without time limitation unless otherwise provided for by its charter.
6. A company shall have the right to open bank accounts in the Russian Federation and outside its boundaries according to the established procedure.
7. A company must have a circular seal containing its full company name in Russian and a reference to its location. The seal also may indicate the company name in any foreign language or in any language of peoples of the Russian Federation.
A company may have stamps and letterheads with its name, emblem, and trademark and other means of visual identification registered according to the established procedure.

Article 3. Liability of a Company
1. A company shall be liable to the extent of its assets.
2. A company shall not be liable for the obligations of its shareholders.
3. If the insolvency (or bankruptcy) of a company is caused by the actions (or failure to act) of its shareholders or other persons vested with the right to issue instructions binding upon the company or otherwise having the power to determine its actions, then such shareholders or other persons may, if the company lacks sufficient assets, be held vicariously liable for its obligations.
The insolvency (or bankruptcy) of a company is considered to be caused by the actions (or failure to act) of its shareholders or other persons vested with the right to issue instructions binding upon the company or otherwise having the power to determine its actions, only where they have exercised such right and/or power in the furtherance of the company's carrying out of actions, knowing in advance that the consequence of carrying out said action would the insolvency (or bankruptcy) of the company.
4. The State or its bodies shall not be liable for the obligations of the company and the company shall not be liable for the obligations of the State or its bodies.

Article 4. Company Name and Location of a Company

1. The company shall have a full company name and it has the right to have a brief company name in the Russian language. The company is also entitled to have a full and/or brief company name in the languages of the peoples of the Russian Federation and/or in foreign languages.
The full company name of the company in Russian shall comprise its full name and an indication of the type thereof (closed or open). The brief company name of the company in Russian shall comprise its full or brief name and the words " closed joint-stock company" or " open joint-stock company" or the abbreviation " ZAO" or " OAO".
The official name of a company in the Russian language and in the languages of the peoples of the Russian Federation may contain foreign credits in the Russian transcription or in the transcription of the peoples of the Russian Federation, with the exception of the terms and abbreviations reflecting the organizational-legal form of the company.
Other demands on the company's official name shall be established in the Civil Code of the Russian Federation.
2. The location of the company shall be determined by the place of its state registration.

Article 5. Branches and Representative Offices of a Company
1. A company may create branches and open representative offices on the territory of the Russian Federation in compliance with the requirements of this Federal Law and other federal laws.
A company shall create branches and opening representative offices outside of the boundaries the territory of the Russian Federation also in compliance with the legislation of the foreign state where the branch or representative office is located, unless otherwise provided for by an international treaty of the Russian Federation.
2. A branch of a company is a self-contained division thereof located other than at the location of the company, which performs all or some of its functions, including the functions of a representative office.
3. A representation of a company is a self-contained division thereof located owher than at the location of the company, which represents and protects the interests of the company.
4. Branches and representative offices shall not be legal entities and shall operate on the basis of a statute approved by the company. A branch or a representative office shall be provided with assets by the company which created it, which assets are reported both in their separate balance sheets and in the balance sheet of the company.
The head of a branch and the head of a representative office shall be appointed by the company and shall act on the basis of a power of attorney issued thereby.
5. A branch or representative office shall operate in the name of the company which created it. The company which created the branch or representative office shall be liable for its activities.

6. The charter of a company must include information regarding its branches and representative offices. Notices regarding amendments to the charter of a company in connection with the change of information regarding its branches and representative offices shall be given to the state registration of legal entities body for informational purposes. Such amendments to the charter of the company shall take effect for third persons upon the delivery of the notice of such changes of the body responsible for the state registration of legal entities

Article 6. Subsidiaries and Dependents
1. A company may have subsidiaries and dependents which enjoy the rights of a legal entity on the territory of the Russian Federation and which are formed in accordance with this Federal Law and other federal laws, and may also have those outside the Russian Federation which are formed in accordance with the legislation of the foreign state where the subsidiary or dependent is located, unless otherwise provided for by an international treaty of the Russian Federation.
2. A company shall be deemed a subsidiary if another (principal) business company (or partnership), by virtue of predominant participation in its charter capital or in accordance with a contract concluded between them, or otherwise, has the power to determine decisions adopted by such company.
3. A subsidiary shall not be liable for the debts of the principal company (or partnership).
A principal company (or partnership) which has the right to issue binding instructions to the subsidiary shall be jointly and severally liable with such subsidiary for transactions concluded by the latter in the fulfillment of such instructions. The principal company (or partnership) shall be considered to have the right to issue binding instructions to the subsidiary only when such right is provided for in a contract with such subsidiary or by the charter of such subsidiary.
In the event of the insolvency (or bankruptcy) of the subsidiary through the fault of the principal company (or partnership), the latter shall be vicariously liable for debts of the former. The insolvency (or bankruptcy) of the subsidiary shall be considered to have occurred through the fault of the principal company (or partnership) only when the principal company (or partnership) has used the above right and/or power in furtherance of the subsidiary's carrying out of actions, knowing in advance that the consequence of carrying out the said action would be the insolvency (or bankruptcy) of the subsidiary.
The shareholders of a subsidiary shall have the right to demand that the principal company (or partnership) compensate losses caused through its fault to the subsidiary. The losses shall be considered to be caused through the fault of the principal company (or partnership) only when the principal company (or partnership) has used its right and/or power in furtherance of the subsidiary's carrying out of actions, knowing in advance that the subsidiary would incur losses as a consequence of carrying out such actions.
4. A company shall be deemed a dependent if another (prevailing) company holds more than 20 percent of the voting stock in the former company.
A company which has acquired more than 20 per cent of the voting stock in a company shall be obliged to publish information thereon immediately according to the procedure established by the the federal executive body responsible for the securities market
Article 7. Open and Closed Companies
1. A company may be open or closed, which shall be reflected in its charter and company name.
2. The open company shall have the right to hold open subscriptions to the stock it is issuing and to sell such stock without limitations, subject to the requirements of this Federal Law and other statutory acts of the Russian Federation. An open company shall have the right to hold closed subscriptions to the stock it is issuing, except in instances when the possibility of holding closed subscriptions is limited by the charter of the company or requirements of statutory acts of the Russian Federation.
The number of shareholders of an open company shall not be limited.
In an open company it is prohibited to establish the company's or its shareholders' priority right to acquire shares alienated by shareholders of the company.
3. A company whose stock is only distributed among its founders or another previously determined range of persons is deemed a closed company. Such company may not hold open subscriptions to the stock it is issuing or otherwise offer the same for acquisition to an unlimited number of persons.
The number of shareholders of a closed company shall not exceed fifty.
If the number of shareholders of a closed company exceeds the number established by this Clause, then such company within one year shall be transformed into an open company. If the number of its shareholders is not reduced to the number stipulated in this Clause, then the company shall be subject to liquidation on the basis of a court ruling.
The shareholders of the closed company shall enjoy a right of priority to acquire shares sold by the other shareholders of the company at a price offered to a third person pro rata to the quantity of the shares owned by each of them, unless another procedure is provided in the company's charter for exercising this right. The charter of a closed company may envisage the company's priority right to acquire shares sold by its shareholders if shareholders did not use their priority right to acquire the shares.
A shareholder of the company who intends to sell his shares to a third person shall notify accordingly the rest of the company's shareholders and the company proper including indication of the price and other terms for the sale of the shares. The company's shareholders shall be notified through the company. Except as otherwise provided in the company's charter the company's shareholders shall be notified at the expense of the shareholder who intends to sell his shares.
If the shareholders of the company and/or the company do not use their priority right to acquire all the shares offered for sale within two months of such a notice, unless a shorter term is stipulated by the company's charter, the shares may be sold to a third person at the price and on the terms of which the company and the shareholders have been informed. The term for exercising the priority right envisaged by the charter of the company shall be at least equal to ten days after the date of the notice sent, by the shareholder who intends to sell their shares to a third person, to the rest of the company's shareholders and to the company proper. The term for exercising the priority right shall be terminated if before its expiration written applications are received from all the shareholders of the company as to their desire to exercise or refusal to exercise the priority right.
When shares are sold in breach of the priority right of acquisition any shareholder of the company and/or the company proper, if the charter of the company envisages the company's priority right to acquire shares, shall be entitled to apply to the court claiming the transfer of buyer's rights and duties thereto, within three months after the time when the shareholder or the company learned or should have learnt about such a breach.
It shall be impermissible to surrender the said preemptive right.
4. Companies whose founders are, in the instances stipulated by federal laws, the Russian Federation, a member of the Russian Federation, or a municipal formation (except for companies formed in the process of privatization of state and municipally-owned enterprises) may only be open companies.

Chapter II. The Formation, Re-Organisation and Liquidation of a Company
Article 8. Formation of a Company
A company may be formed by being founded as a new company or by means of the reorganization of an existing legal entity (accession, division, separation, or transformation).
A company shall be considered formed upon its state registration.

Article 9. Founding of a Company
1. A company shall be formed by founding by decision of the founders (or founder). The decision on the founding of a company shall be adopted at the organizational meeting. In the event a company is founded by a sole individual, such individual alone adopts the decision on the founding of a company.
2. The decision on establishing a company must contain the results of voting of the founders thereof and the decisions adopted by them in respect of the matters of establishing the company, approving the charter thereof, electing the company's governing bodies and the inspection commission (inspector) of the company.
3. The founders shall unanimously adopt decisions on the founding of a company, approval of its charter, and approval of the monetary valuation of securities, other items or property rights, or other rights having monetary valuation contributed by the founders to pay for the company stock.
4. The company's governing bodies, its inspection commission (inspector) shall be elected and, in the case provided for by this Item, the company's auditor shall be endorsed, by the founders of the company by a three quarters majority of votes which represent the stocks to be distributed to the founders thereof.
When establishing a company, the founders thereof may endorse the company's auditor. In this case, a decision on establishing the company must contain the results of voting of the company's founders and the decision on endorsing the company's auditor rendered by the founders thereof.
5. The founders of the company shall enter into a contract in writing regarding the formation of the company, which determines the procedure for their engaging into the joint activity of the founding of the company, the amount of the charter capital of the company, the categories and types of stock subject to placement among the founders, and amount and procedure for the paying therefor, and the rights and duties of the founders in connection with the formation of the company. A contract regarding the formation of a company shall not be the foundation document of the company.
In the event of a company's having been founded by one person the decision whereby it is founded shall set out the amount of its authorised capital, the categories (types) of shares and the rate and procedure for the payment of shares.
6. The peculiarities of founding companies with a foreign investors' interest may be set out by federal laws.

Article 10. Founders of a Company
1. The founders of a company shall be citizens and/or legal entities who have adopted a decision on the founding thereof.
The state bodies and bodies of local self-government may not act as the founders of a company, unless otherwise provided for by federal laws.
2. The number of founders of an open company shall not be limited. The number of founders of a closed company may not exceed fifty.
A company may not have as a sole founder (or shareholder) another business company consisting of one person, if not otherwise established by federal laws.
3. The founders of a company shall be jointly and severally liable for the obligations associated with the formation of the company and arising prior to the state registration of such company.
A company shall not be liable for the obligations of the founders associated with the formation of the company, unless their actions have been subsequently approved by the general meeting of shareholders.

Article 11. Charter of a Company
1. The charter of a company shall be the foundation document of the company.
2. All company bodies and company shareholders shall comply with the requirements of the company charter.
3. The company charter must contain the following information:
the full and abbreviated names of the company;
the location of the company;
the type of company (open or closed);
the number, par value, and categories (common, preferred) of stocks, and types of preferred stock to be placed by the company;
the rights of the holders of stock of each category (or type);
the amount of the charter capital of the company;
the composition and authority of the governing bodies of the company and the procedure for the adoption of resolutions by them;
the procedure for the preparation and conducting of the general meeting of shareholders, including decisions on matters to be resolved by a qualified majority or unanimous vote of the governing bodies of the company;
information concerning branches and representative offices of the company;
other provisions provided for by this Federal Law and other federal laws.
The company's charter may impose limits on the quantity and total par value of stock held or the maximum number of votes cast by any one shareholder.
The company's charter may contain other provisions which are not contrary to this Federal Law and other federal laws.
The charter of the company shall contain information on the exercise of the special right of the Russian Federation, a Russian region or a municipal entity of taking part in managing the company (" golden share").
4. If so required by a shareholder, auditor, or any interested person, a company shall be obliged within reasonable a period to provide them with the possibility to familiarize themselves with the company's charter, including amendments and addenda thereto. If so required by a shareholder, the company shall be obliged to provide such stockholder with a copy of then effective company's charter. Payment recovered by the company for a copy may not exceed the expenses for the manufacture thereof.

Article 12. Amending the Charter of a Company and Approving a New Version of the Charter of a Company
1. The charter of a company shall be amended or a new version of the charter of a company shall be approved by the decision of a general meeting of shareholders, except for the cases stipulated in Items 2 - 6 of the present Article.
2. The introduction of amendments and addenda to the charter of a company according to the results of flotation of its shares, in particular, amendments relating to an increase in the company's authorised capital, shall be effected on the basis of the results of placing the company's stocks by decision of a general meeting of stockholders on increasing the authorised capital of the company or the decision of the company's board of directors (supervisory board), if under the company's charter the latter has the right to take such decisions, on the basis of the decision of a general meeting of stockholders on decreasing the authorised capital by way of reducing the nominal value of stocks thereof, or by other decision being the basis for floating shares and emissive securities convertible into stocks and a registered report on the results of a stock issue or, if according to a federal law the procedure for issuing stocks does not provide for the state registration of the report on the results of the stocks' issue, an extract from the register of emissive securities. When the authorised capital of a company is increased by means of floating additional stocks, the authorised capital shall be increased by the face value sum of the additional stocks so floated and the quantity of announced shares of specific category and type shall be reduced by the number of the additional stocks of these categories and types floated.
3. The introduction of amendments and addenda to the charter of a company in connection with a reduction in the company's authorised capital by means of acquisition of the company's stock for the purpose of paying them off shall be effected by decision of a general meeting of shareholders on such a reduction and a report on the results of the stocks' acquisition endorsed by the board of directors (supervisory board) of the company. The introduction of amendments and addenda to the company's charter in connection with a decrease of the company's authorised capital by paying off the own stocks of the company possessed by it in the cases provided for by this Federal Law shall be effected on the basis of the decision of a general meeting of shareholders on such decrease and a report on the results of the stocks' redemption endorsed by the company's board of directors (supervisory board). In such a case, the authorised capital of the company shall be reduced by the face value sum of the stocks so paid off.
4. The insertion of provisions in the charter of a company concerning the exercise of the special right of the Russian Federation, a Russian region or a municipal entity to participate in the management of said company (" golden share") shall be effected by a decision of the Government of the Russian Federation, a governmental body of a Russian region or a local government body on the exercise of the special right and the deletion of such provisions shall be effected by the decision of these bodies on the termination of such a special right.
5. The introduction of amendments to the charter of a company in connection with the formation of branches, opening of the company's representative offices or the liquidation thereof shall be effected by decision of the board of directors (supervisory board) of the company.
6. The introduction of amendments and addenda to a company's charter, as regards specifying the rate of its authorised capital, shall be effected subject to the results of floating stocks as of the time of establishing the company by way of re-organisation in the form of merger on the basis of a contract of merger and a registered report on the results of the issue of the stocks floated when establishing this company.

Article 13. State Registration of a Company
A company shall be subject to state registration with the body exercising the state registration of legal entities under such procedure as may be determined by federal law on the state registration of legal entities.

Article 14. State Registration of Amendments and Addenda to a Company's Charter or Restated Version of a Company's Charter
1. Amendments and addenda to the company's charter or the restated version of the company's charter shall be subject to state registration according to the procedure determined by Article 13 hereof with respect to the company's registration.
2. Amendments and addenda to the company's charter or the restated version of the company's charter shall become effective with respect to third persons upon their state registration, or where stipulated hereby, upon notification of the body exercising state registration.

Article 15. Reorganization of a Company
1. A company may be voluntarily reorganized according to the procedure provided for by this Federal Law. The peculiarities of the reorganization of a company being a natural monopoly entity over 25 per cent of the shares of which is placed in federal ownership shall be provided by a federal law establishing grounds and procedure for the reorganization of such a company.
The Civil Code of the Russian Federation and other federal laws shall provide for other grounds and procedures of reorganization of a company.
2. The reorganisation of a company may be carried out in the form of merger, accession, division, separation, or transformation.
3. The assets of companies formed as the result of a re-organisation shall be generated only from the assets of the companies being re-organised.
4. A company shall be deemed reorganized upon state registration of the resultant legal entities, except when reorganized by accession.
In the event of re-organisation of a company in the form of another company being affiliated thereto, the former shall be deemed reorganised as of the time when an entry on the termination of the affiliated company's activities is made in the combined state register of legal entities.
5. Federal laws shall determine the procedure for the state registration of companies resulting from reorganization and for posting an entry on the termination of activities of the reorganized companies.

6. After an entry is made in the comprehensive state register of legal entities on the commencement of the re-organisation procedure the company in re-organisation shall place an announcement twice at least once in a month in the mass media used to publish information on the state registration of legal entities about its re-organisation as meeting the requirements established by Items 6.1 and 6.2 of the present Article. If two and more companies are involved in the re-organisation an announcement of the re-organisation shall be published on behalf of all the companies taking part in the re-organisation by the one that was the last to take a decision on the re-organisation or is designated by the decision on the re-organisation. If a company is re-organised creditors have the guarantees envisaged by Article 60 of the Civil Code of the Russian Federation.
The state registration of companies formed as the result of a re-organisation and the making of entries on the termination of the activities of re-organised companies shall be effected if there is proof that the creditors have been notified in compliance with the procedure established in this item.
If the statement of division/separation provides no possibility for determining the successor of the reorganized company, then the new established legal entities shall be jointly and severally liable for the obligations of the reorganized company with respect to its creditors.
The transfer certificate and the partition balance sheet must contain the provisions concerning legal succession in respect of all obligations of the company to be re-organised towards its creditors and debtors, including disputable obligations, and a procedure for defining legal succession in connection with modifications of the type, composition and value of property of the company to be re-organised, as well as in connection with the rise, modification and termination of the rights and duties of the company to be re-organised that can take place after the date when the transfer certificate and the partition balance sheet are drawn up.
6.1. The following shall be indicated in an announcement (notice) of re-organisation:
1) the full and brief names of, information on the location of, each company participating in the re-organisation;
2) the full and brief names of, information on the location of, each company formed (continuing to operate) as the result of the reorganisation;
3) the form of the re-organisation;
4) a description of the procedure and term for the creditors of each legal entity involved in the re-organisation to declare their claims, including an indication of the location of the permanent executive body of the legal entity, the additional addresses that can be used to declare such claims and also the methods to be used to contact the company in re-organisation (phone and fax numbers, e-mail addresses and other information);
5) information on the persons who carry out the functions of sole executive body for each legal entity taking part in the re-organisation and also of the legal entities formed (continuing their activities) as the result of the re-organisation;
6) information on the persons intending to provide security to creditors of the company in re-organisation and also on the conditions for securing the performance of obligations in respect of the obligations of the company in re-organisation (if there are such persons).

6.2. Also the following may be indicated in the notice of reorganisation: additional information on a company involved in the reorganisation, for instance information on the credit ratings of the company and also on the variation thereof over the last three completed financial years or for each completed financial year, if the company has been pursuing its activities for less than three years.
7. A contract of merger, a contact of affiliation or a decision on re-organisation of a company in the form of division, devolution or transformation may provide for a special procedure for making by the company to be-reorganised some transactions and (or) some kinds of transactions, or for the prohibition to make them as of the time of rendering the decision on the company's re-organisation and up to the time of its completion. A transaction made in defiance of the said special procedure or prohibition may be declared invalid on the basis of a claim of the company to be re-organised and (or) the companies to be re-organised, as well as of a stockholder of the company to be reorganised and (or) the companies to be re-organised that was such at the time of making the transaction.
In respect of the persons specified in Subitems 5-7 of Item 3 of Article 16, Subitems 4-6 of Item 3 of Article 18, Subitems 4-6 of Item 3 of Article 19, Subitems 4-7 of Item 3 of Article 20 of this Federal Law a contract of merger or a decision on a company's re-organisation in the form of division, affiliation or transformation must contain the following:
Name and data of the document certifying the identity (the document's series and (or) number, date and place of its issuance, body that has issued it) - in respect of natural persons;
denomination, data on the location - in respect of the management organisation, if such contract or decision provides for the transfer of powers of the personal executive body a company to be established by way of re-organisation to the management company.
If a contract of merger or a decision on a company's reorganisation in the form of division, devolution or transformation provide for indicating the auditor of the company to be established or the companies to be established, such contract or decision must contain the following:
Denomination and data on the location - in respect of an audit organisation;
Name and data of the document certifying the identity (the document's series and (or) number, date and place of its issuance, body that has issued the document) - in respect of an individual businessman engaged in audit activity without forming a legal entity.

Article 16. Merger of Companies
1. The merger of companies shall be deemed to be the arising of a new company by transferring to it of all the rights and obligations of two or several companies with the termination of the latter companies.
2. The companies participating in a merger shall enter into a merger contract. The board of directors (or supervisory board) of each company participating in the merger shall submit for settling by a general meeting of shareholders of each such company the question of reorganisation in the form of merger, as well as the question of electing members of the board of directors (supervisory board) of a company to be established as a result of the merger.
A general meeting of shareholders of each company participating in a merger shall render a decision as to the re-organisation of each such company in the form of merger comprising endorsement of the contract of merger, the transfer certificate of the company participating in the merger, the charter of the company to be established by way of reorganisation in the form of the merger, as well as shall render a decision in respect of electing members of the board of directors (supervisory board) of the company to be re-organised in the number established by a draft contract of merger for each company participating in the merger, if the charter of the company to be established in compliance with this Federal Law does not provide for the exercise of the functions of the board of directors (supervisory board) of the company by a general meeting of this company's stockholders. The ratio of the number of members of the board of directors (or supervisory board) of the company to be established elected by each company participating in a merger to the total number of members of the board of directors (or supervisory board) of the company to be established must be proportionate to the ratio of the number of the stocks of the company to be established, which are subject to distribution to stockholders of the appropriate company participating in the merger, to the total number of the stocks of the company to be established which are subject to distribution. The number of members of the board of directors (or supervisory board) of the company to be established which are elected by each company participating in the merger, estimated in compliance with this Item, shall be approximated to a whole number in compliance with the effective procedure of approximation.
3. A contract of merger must contain the following:
1) denomination and data on the location of each company participating in the merger, as well as denomination and data on the location of the company to be established by way of re-organisation in the form of merger;
2) procedure for, and terms of, the merger;
3) procedure for converting stocks of each company participating in the merger into stocks of the company to be established and conversion ratio (coefficient) of stocks of such companies;
4) indication as to the number of members of the board of directors (or supervisory board) of the company to be established which are elected by each company participating in the merger, if the charter of the company to be established in compliance with this Federal Law does not provide for exercising the functions of the board of directors (supervisory board) of the company to be established by a general meeting of stockholders of this company;
5) list of members of the inspection commission or indication as to the inspector of the company to be established;
6) list of members of the collective executive body of the company to be established, if the charter of the company to be established provides for the collective executive body and its forming pertains to the authority of a general meeting of shareholders;
7) indication as to the person exercising the functions of the personal executive body of the company to be established;
8) denomination and data on the location of the professional securities market maker exercising the activity of keeping the register of owners of registered securities of the company to be established (hereinafter referred to as the registrar), if under the federal laws the register of stockholders of the company to be established must be kept by the registrar.
3.1. A contract of merger may contain an indication as to the auditor of the company to be established by way of re-organisation in the form of merger and the registrar of the company to be established, an indication as to the transfer of powers of the personal executive body of the company to be established to the management company or the manager, other data on the persons specified by Subitems 5-7 of Item 3 of this Article, other provisions concerning re-organisation which do not contravene federal laws.
4. In the event of a merger of companies the shares of a company that were owned by another company taking part in the merger and also its own shares owned by the company taking part in the merger shall be redeemed.
5. If companies are merged, then all the rights and duties of each shall be transferred to the new company, pursuant to a deed of transfer.

Article 17. Accession of a Company
1. The accession of a company shall be deemed to be the termination of one or several companies with the transfer of all their rights and obligations to the other company.
2. The acceding company and the company to which the accession is being carried out shall enter into the accession contract.
The board of directors (or supervisory board) of each company participating in accession shall submit for settling by a general meeting of shareholders of each such company participating in the accession the issue concerning re-organisation in the form of accession. The board of directors (or supervisory board) of the company to which the accession is being carried out, shall likewise submit for settling by a general meeting of stockholders of such company other issues, if it is provided for by the accession contract.
A general meeting of shareholders of the company, to which the accession is being carried out, shall render a decision on the issue of re-organisation in the form of accession which includes the endorsement of the accession contract, and shall render decisions on other issues (including a decision on making amendments and addenda to the charter of such company), if it is provided for by the accession contract. A general meeting of shareholders of the acceding company shall render a decision on the issue of re-organisation in the form of accession which shall include the endorsement of the accession contract and the transfer certificate.
3. An accession contract must contain the following:
1) denomination and data on the location of each company participating in the accession;
2) procedure for, and terms of, the accession;
3) procedure for converting stocks of the acceding company into stocks of the company to which the accession is being carried out and conversion ratio of such companies' stocks.
3.1. An accession contract may contain a list of amendments and addenda to be made to the charter of the company, to which the accession is being carried out, and other provisions concerning re-organisation which do not contravene the federal laws.
4. In the event of a company's accession, the following shall be paid off:
1) own stocks possessed by the acceding company;
2) stocks of the acceding company possessed by the company to which the accession is being carried out;
3) stocks of the accessing company possessed by the company to which the accession is being carried out, if it is provided for by the accession contract.
4.1. If own stocks possessed by the company to which the accession is being carried out, are not subject to redemption in compliance with Subitem 3 of Item 4 of this Article, such stocks shall not grant the right of vote, shall not be taken into account when counting votes and dividends shall not be charged on them. Such stocks must be sold by the company at the price which is not lower than their market value and at latest in one year after their acquisition by the company, otherwise the company shall be obliged to render a decision on decreasing its authorised capital by way of such stocks' redemption.
5. If a company is accessed to another company, then the rights and obligations of the acceding company shall be transferred to such other company, pursuant to a deed of transfer.

Article 18. Division of a Company
1. The division of a company shall be deemed to be the termination of a company by the transfer of all of its rights and obligations to the newly-established companies.
2. The board of directors (or supervisory board) of the company to be re-organised in the form of division shall submit for the agenda of a general meeting of shareholders the issue concerning the re-organisation of the company in the form of division, as well as the issue concerning the election of the board of directors (or supervisory board) of each company to be established by way of division, if the charter of the appropriate company to be established in compliance with this Federal Law does not provide for the exercise of the functions of the board of directors (or supervisory board) of this company by a general meeting of this company's stockholders.
3. A general meeting of shareholders of the company to be reorganised by way of division called to discuss the issue of the company's re-organisation in the form of division shall render a decision on the company's re-organisation which must contain the following:
1) denomination and data on the location of each company to be established by way of re-organisation in the form of division;
2) procedure for, and terms of, the division;
3) procedure for converting stocks of the company to be reorganised into stocks of each company to be established and conversion ratio (coefficient) of such companies' stocks;
4) list of members of the inspection commission or indication as to the inspector of each company to be established;
5) list of members of the collective execute body of each company to be established, if the charter of the appropriate company to be established provides for the presence of the collective executive body and its forming pertains to the scope of authority of a general meeting of shareholders thereof;
6) indication as to the person exercising the functions of the personal executive body of each company to be established;
7) indication as to the endorsement of the partition balance sheet with the partition balance sheet attached thereto;
8) indication as to the endorsement of the charter of each company to be established attaching thereto the charter of each company to be established;
9) denomination and data on the location of the registrar of each company to be established, if under the federal laws the register of this company's stockholders must be kept by the registrar.
3.1. A decision on re-organisation in the form of division may contain an indication as to the auditor of the company to be established by way of re-organisation in the form of division and the registrar of the company to be established, an indication as to the transfer of authority of the personal executive body of the company to be established to the management company or the manager, other data on the persons mentioned in Subitems 4-6 of Item 3 of this Article and other provisions on the re-organisation which do not contravene the federal laws.
3.2. The board of directors (or supervisory board) of each company to be established by way of re-organisation in the form of division shall be elected by the stockholders of the company to be re-organised to which ordinary stocks of the appropriate company to be re-organised are to be distributed in compliance with the decision of the company to be re-organised, as well as by the stockholders possessing preferred shares of the company to be re-organised (which are voting stocks at the time of rendering the decision on the company's re-organisation in compliance with Item 5 of Article 32 of this Federal Law) to which preferred shares of the appropriate company to be established are to be distributed in compliance with the decision on the company's reorganisation.
3.3. Each stockholder of the company to be re-organised, which has voted against the decision on the company's re-organisation and which has not participated in voting on the issue of the company's reorganisation, must receive the stocks of each company to be established by way of re-organisation in the form of division granting the same rights as the stocks of the company to be re-organised, which are possessed by him, in proportion to their number.
4. If a company is split up, all of its rights and obligations shall be transferred to the two or several newly-established companies, pursuant to a statement of division.

Article 19. Separation of a Company
1. The separation of a company shall be deemed to be the formation of one or several companies with the transfer to them of part of the rights and duties of the reorganized company without the termination of the latter.
2. The board of directors (or supervisory board) of the company to be re-organised in the form of devolution shall submit for settling by a general meeting of such company's stockholders the issue of the company's re-organisation in the form of devolution, as well as the issue of electing the board of directors (or supervisory board) of each company to be established by way of re-organisation in the form of devolution, if the charter of the appropriate company to be established in compliance with this Federal Law does not provide for the exercise of the functions of the board of directors (or supervisory board) of this company by a general meeting of this company's shareholders.
3. A general meeting of shareholders of a company to be reorganised in the form of devolution called to discuss the issue of the company's re-organisation in the form of devolution shall render a decision on the company's re-organisation which must contain the following:
1) denomination and data on the location of each company to be established by way of re-organisation in the form of devolution;
2) procedure for, and terms of, the devolution;
3) way of floating stocks of each company to be established (converting stocks of the company to be re-organised into stocks of the company to be established, distributing stocks of the company to be established to stockholders of the company to be re-organised, acquiring stocks of the company to be established by the company to be reorganised proper), procedure for such floating and, in the event of converting stocks of the company to be re-organised into stocks of the company to be established, conversion ratio (coefficient) of such companies' stocks;
4) list of members of the inspection commission or indication as to the inspector of each company to be established;
5) list of members of the collective executive body of each company to be established, if the charter of the appropriate company to be established provides for the presence of the collective executive body and its forming pertains to the scope of authority of a general meeting of shareholders thereof;
6) indication as to the person exercising the functions of the personal executive body of each company to be established;
7) indication as to the endorsement of the partition balance sheet with the partition balance sheet attached thereto;
8) indication as to the endorsement of the charter of each company to be established attaching thereto the charter of each company to be established;
9) denomination and data on the location of the registrar of the company to be established, if under the federal laws the register of this company's stockholders must be kept by the registrar.
3.1. A decision on re-organisation in the form of devolution may contain an indication as to the auditor of the company to be established by way of re-organisation in the form of devolution, on the registrar of the company to be established, an indication as to the transfer of authority of the personal executive body of the company to be established to the management organisation or the manager, other data on the persons mentioned in Subitems 4-6 of Item 3 of this Article and other provisions on re-organisation which do not contravene the federal laws.
3.2. The board of directors (or supervisory board) of each company to be established by way of re-organisation in the form of devolution shall be elected by the stockholders of the company to be re-organised, to which under the decision on the company's re-organisation ordinary stocks of the appropriate company to be re-organised are to be distributed, and by the stockholders possessing preferred shares of the company to be re-organised (which are voting stocks at the time of rendering the decision on re-organisation in compliance with Item 5 of Article 32 of this Federal Law), to which preferred shares of the appropriate company to be established are be distributed in compliance with the decision on the company's re-organisation.
If in compliance with the decision on a company's re-organisation in the form of devolution the company to be re-organised is the only stockholder of the company to be established, the board of directors (or supervisory board) of the company to be established shall be elected by stockholders of the company to be re-organised.
3.3. If the decision on a company's re-organisation in the form of devolution provides for converting stocks of the company to be reorganised into stocks of the company to be established or for distribution of stocks of the company to be established to stockholders of the company to be re-organised, each stockholder of the company to be re-organised which has voted against the decision on the company's reorganisation and which has not participated in voting in respect of the issue of the re-organisation must receive the stocks of each company to be established granting the same rights as the stocks of the company to be re-organised which are in his possession, in proportion to their number.
4. If one or more companies are separated from a company, then the rights and obligations of the reorganized company shall be transferred to each newly-established company pursuant to a statement of separation.

Article 19.1. Specifics of a Company's Division or Devolution Effected Concurrently with Merger or Affiliation
1. The decision of a general meeting of a company's stockholders on the company's re-organisation in the form of its division or devolution may provide in respect of one or several companies to be established by way of re-organisation in the form of division or devolution the provision concerning the concurrent merger of the company to be established with other company or companies or concerning the concurrent accession of the company to be established to another company. In such case, the re-organisation shall be effected in compliance with the provisions of Articles 15-19 of this Federal Law, if not otherwise established by this Article.
2. A contract of merger or a contract of accession shall be signed on behalf of the company to be established by way of re-organisation in the form of division or devolution by the person appointed by decision of a general meeting of shareholders of the company to be re-organised in the form of division or devolution in compliance with this Article.
3. The board of directors (or supervisory board) of the company to be re-organised in the form of division or devolution in compliance with this Article, when submitting for settling by a general meeting of shareholders the issue of the company's re-organisation in the form of division or devolution, shall likewise submit the issue of re-organising the company to be established by way of re-organisation in the form of division or devolution by way of merger thereof with other company or companies or by way of accession thereof to another company.
4. A general meeting of shareholders of the company to be reorganised in the form of division in compliance with this Article shall render in compliance with Articles 16 or 17 and Article 18 of this Federal Law accordingly decisions on the following:
1) on the company's re-organisation in the form of division;
2) on re-organisation of the company to be established by way of reorganisation in the form of division by way of merger thereof with other company or other companies, or by way of accession thereof to other company.
5. A general meeting of shareholders of the company to be reorganised in compliance with this Article in the form of devolution shall render in compliance with Articles 16 or 17 and Article 19 of this Federal Law accordingly the following decisions:
1) on the company's re-organisation in the form of devolution;
2) on re-organisation of the company to be established by way of reorganisation in the form of devolution by way of merger thereof with an other company or companies, or by way of accession thereof to other company.
6. The decision of a general meeting of a company's shareholders on the company's re-organisation in the form of division or devolution rendered in compliance with this Article may provide for the condition of this decision's entry into force, solely if a general meeting of shareholders of the company to be re-organised renders the decision on the concurrent merger of the company to be established by way of reorganisation in the form of division or devolution with other company or other companies, or on the concurrent accession of the company to be established to another company or companies and (or) if a general meeting of shareholders of other company or companies participating in the merger or accession renders the decisions specified by Item 2 of Article 16 or Item 2 of Article 17 of this Federal Law.
7. Securities of the company to be established by way of reorganisation in the form of division or devolution in compliance with this Article shall be issued without the state registration of issues of its securities and the state registration of reports on the results of their issuance.
The state registration number or identification number shall be assigned by the registration authority to such issues of securities concurrently with the state registration of an issue (additional issue) of the emissive securities to be floated in the event of merger of the company to be established with another company or companies, or accession of the company to be established to other company in the procedure established by the federal executive body in charge of the securities market. If the floating of securities of the company to be established by way of affiliation to another company is not provided for, the state registration number or the identification number shall be assigned to securities of the company to be established by the registration authority in the procedure established by the federal executive body in charge of the securities market.
The register of owners of emissive securities of a company to be established by way of re-organisation in the form of division or devolution with the concurrent merger thereof with other company or other companies or with the concurrent affiliation thereof to another company shall be kept by the holder of the register of stockholders of the company to be established by way of re-organisation in the form of merger or of the company to which the accession is being carried out.
8. The partition balance sheet containing the provisions in respect of appointing the company to be established by way of reorganisation in the form of division or devolution as the legal successor of the company to be re-organised in the form of division or devolution, shall be deemed to be the transfer certificate under which the rights and duties of the company to be re-organised in the form of division or devolution shall be transferred to the company to be established by way of re-organisation in the form of merger or to the company to which the affiliation of the company to be established by way of re-organisation in the form of division or devolution is being carried out.
9. When re-organising a company in the form of division or devolution concurrently re-organisation in the form of merger, reorganisation in the form of merger shall be deemed completed as of the time of the state registration of the company to be established by way of re-organisation in the form of merger.
A company's re-organisation in the form of division or devolution and concurrent re-organisation in the form of affiliation shall be deemed completed as of the time of making an entry to the comprehensive state register of legal entities in respect of termination of activities of the company to be established by way of re-organisation in the form of division or devolution.
Such entry shall be made concurrently with making to the comprehensive stare register of legal entities an entry in respect of the state registration of the company to be established by way of reorganisation in the form of division or devolution. In so doing, an entry in respect of the state registration of the company to be established by way of re-organisation in the form of division or devolution shall be made first and after it an entry in respect of termination of its activities shall be made.

Article 20. Transformation of a Company
1. A company may be transformed into a limited liability company or into a production cooperative, subject to the requirements established by federal laws.
By a unanimous decision of all the shareholders the company shall be entitled to transform itself into a non-commercial partnership.
2. The board of directors (or supervisory board) of the company to be re-organised in the form of transformation shall submit for settling by a general meeting of shareholders of such company the issue of the company's re-organisation in the form of transformation.
3. A general meeting of shareholders of a company to be reorganised in the form of transformation, called to discuss the issue of the company's re-organisation in the form of transformation, shall render a decision on reorganisation which must contain the following:
1) denomination and data on the location of the legal entity to be established by way of the company's re-organisation in the form of transformation;
2) procedure for, and terms of, the transformation;
3) procedure for exchanging the company's stocks for shares of participants in the authorised capital of a limited (superadded) liability company or for shares of members of a producers' co-operative, if the company is being transformed into a limited (superadded) liability company or a producers' cooperative, or procedure for determining the composition of the property or the cost of the property which a member of a non-profit partnership that has been a stockholder of the company transformed into this non-profit partnership is entitled to obtain in the event of the member's leaving the non-profit partnership or being expelled from it or in the event of liquidation of the non-profit partnership;
4) list of members of the inspection commission or indication as to the inspector of the legal entity to be established, if under the federal laws the charter of the legal entity to be established provides for the presence of the inspection commission or the inspector and forming of the inspection commission or election of the inspector pertains to the scope of authority of the supreme governing body of the legal entity to be established;
5) list of members of the collective executive body of the legal entity to be established, if in compliance with the federal laws the charter of such legal entity provides for the presence of the collective executive body and its forming pertains to the scope of authority of the supreme governing body of such legal entity;
6) indication as to the person exercising the functions of the personal executive body of the legal entity to be established;
7) list of members of another body (except for a general meeting of participants of an economic company or of members of a non-profit partnership) of the legal entit