Regulations
Approved
Protocol No. 1 of the General Meeting of Founders dated July 14, 2014
STATUTE
Limited Liability Companies
“INTERNATIONAL CENTER”
Belgorod, 2014.
General Provisions
Limited Liability Company “INTERNATIONAL CENTER”, hereinafter referred to as the “Company”, was established in accordance with the Civil Code of the Russian Federation and the Federal Law “On Limited Liability Companies”.
The Company is a legal entity and operates on the basis of this Charter and the current legislation of the Russian Federation.
Full company name of the Company in Russian language Limited Liability Company “INTERNATIONAL CENTER”, abbreviated company name of the company in Russian language: LLC “INTERNATIONAL CENTER”.
The company is a commercial organization.
The Company has the right to open bank accounts in the territory of the Russian Federation and abroad in accordance with the established procedure.
The company has a round seal containing its full company name in Russian language and an indication of its location. The company has the right to have stamps and forms with its name, its own emblem and other means of visual identification.
The company is the owner of its property and funds and is responsible for its obligations with its own property.
Members of the Company are not liable for its obligations and bear the risk of losses associated with the activities of the Company within the value of their shares in the authorized capital of the Company.
The Russian Federation, constituent entities of the Russian Federation and municipalities are not liable for the obligations of the Company, as well as the Company is not liable for the obligations of the Russian Federation, subjects of the Russian Federation and municipalities.
Location of the Company: Belgorod, Holy Trinity Boulevard, 17.
The company is registered for an indefinite period.
Objectives and subject of activity
The main purpose of the Company’s activities is to make a profit.
The Company has the right to carry out any activities not prohibited by law.
The subject of the Company’s activities is: – provision of secretarial, editorial and translation services; provision of other services
recruitment and recruitment
training in preparatory courses for admission to educational institutions of higher professional education
adult education and other types of education not included in other groups
research and development in the field of social sciences and humanities
implementation of activities for the provision of services for the employment of citizens of the Russian Federation outside the territory of the Russian Federation
provision of services for the organization of testing in Russian as a foreign language (elementary, basic, I, II, III, IV levels of language proficiency)
provision of services for the organization, preparation and testing of foreign citizens and stateless persons in Russian as a foreign language for admission to Russian citizenship
implementation of other types of economic activities that do not contradict the legislation of the Russian Federation.
All of the above activities are carried out in accordance with the current legislation of the Russian Federation. The Company may engage in certain types of activities, the list of which is determined by federal laws, only on the basis of a special permit (license).
If the conditions for granting a special permit (license) to engage in a certain type of activity provide for the requirement to carry out such activities as exclusive, the Company has the right to carry out only the types of activities provided for by the special permit (license) and related activities during the validity period of the special permit (license).
The Company carries out foreign economic activity in accordance with the current legislation of the Russian Federation.
To achieve the goals of its activities, the Company may carry out any actions that will not contradict the current legislation of the Russian Federation and this Charter.
Legal status of the company
The company is considered to be established as a legal entity from the moment of its state registration in accordance with the procedure established by the current legislation of the Russian Federation.
In order to achieve the goals of its activities, the Company has the right to exercise any property and personal non-property rights granted by law to Limited Liability Companies, to make any transactions permissible by law on its own behalf, to be a plaintiff and a defendant in court.
The company is the owner of the property acquired in the course of its economic activity. The company carries out the possession, use and disposal of the property in its ownership at its discretion in accordance with the objectives of its activities and the purpose of the property.
The Company’s property is accounted for on its independent balance sheet.
The Company has the right to use the loan in rubles and in foreign currency.
The Company is liable for its obligations with all its assets. The Company is not liable for the obligations of the state and the Company’s participants. The state is not responsible for the obligations of the Company. Members of the Company are not liable for its obligations and bear the risk of losses associated with the activities of the Company, within the value of their shares in the authorized capital of the Company.
Members of the Company who have not fully paid their shares shall be jointly and severally liable for the obligations of the Company within the value of the unpaid part of the shares owned in the authorized capital of the Company.
In the event of insolvency (bankruptcy) of the Company due to the fault of its participants or through the fault of other persons who have the right to give binding instructions to the Company or otherwise have the opportunity to determine its actions, these participants or other persons in case of insufficiency of property may be assigned subsidiary liability for its obligations.
The company has the right to have subsidiaries and affiliates with the rights of a legal entity.
The Company may establish branches and open representative offices in the territory of the Russian Federation and abroad. Branches and representative offices are approved by the General Meeting of Participants.
The establishment of branches and representative offices on the territory of other states is regulated by the legislation of the Russian Federation and the relevant states.
Branches and representative offices are not legal entities and are endowed with fixed and circulating assets at the expense of the Company.
Branches and representative offices carry out activities on behalf of the Company. The Company is responsible for the activities of its branches and representative offices. Heads of branches and representative offices are appointed by the General Director of the Company and act on the basis of powers of attorney issued to them.
The Company independently plans its production and economic activities, as well as the social development of the team.
The performance of work and the provision of services is carried out at prices and tariffs set by the Company independently.
The Company has the right to attract Russian and foreign specialists for work, independently determining the forms, amounts and types of remuneration.
The Company is responsible for the safety of documents (managerial, financial and economic, personnel, etc.); ensures the transfer of documents of scientific and historical significance to state archival institutions for state storage in accordance with the current legislation; stores and uses documents on personnel in accordance with the established procedure.
To achieve the goals of its activities, the Company may acquire rights, assume obligations and carry out any actions not prohibited by law.
The Company’s activities are not limited to those specified in the Charter.
Transactions that go beyond the scope of the statutory activities, but do not contradict the law, are valid.
Authorized capital
The authorized capital of the Company is made up of the nominal value of the shares of its participants.
The authorized capital of the Company determines the minimum amount of property that guarantees the interests of its creditors is 10,000 (ten thousand) rubles.
The authorized capital is paid within 4 (four) months from the date of registration of the Company in the amount of 100%.
The number of votes held by a participant is directly proportional to his share. Shares owned by the Company are not taken into account when determining the results of voting at the General Meeting of Participants of the Company, as well as when distributing the Company’s profits and property in the event of its liquidation.
The authorized capital of the Company may be increased at the expense of the Company’s property and (or) at the expense of additional contributions of the Company’s participants and (or) at the expense of contributions of third parties accepted into the Company.
The increase in the authorized capital of the Company at the expense of its property is carried out by the decision of the General Meeting of the Company’s participants, adopted by a majority of at least 2/3 of the votes of the total number of votes of the Company’s participants.
The decision to increase the authorized capital of the Company at the expense of the Company’s property can be made only on the basis of the Company’s financial statements for the year preceding the year during which such a decision was made.
The amount by which the authorized capital of the Company is increased at the expense of its property should not exceed the difference between the value of the Company’s net assets and the amount of the authorized capital and reserve fund of the Company.
With an increase in the authorized capital of the Company at the expense of its property, the nominal value of the shares of all its participants increases proportionally without changing the size of their shares.
The General Meeting, by a majority of at least 2/3 of the votes of the total number of votes of the Company’s participants, may decide to increase its authorized capital by making additional contributions by the participants. Such a decision should determine the total value of additional contributions, as well as establish a single ratio for all participants of the Company between the value of the participant’s additional contribution and the amount by which the nominal value of his share increases. This ratio is established on the basis that the nominal value of the share of a member of the Company may increase by an amount equal to or less than the value of his additional contribution.
The term for making additional contributions by the Company’s participants is two months
The General Meeting of Participants of the Company may decide to increase its authorized capital on the basis of the application of the participant (applications of participants) for making an additional contribution and (or) the application of a third party (applications of third parties) for its admission to the Company and making a contribution. Such a decision is made by the members of the Company unanimously.
The application of the participant (participants) of the Company and the application of the third party must indicate the amount and composition of the contribution, the procedure and term for its payment, as well as the size of the share that the participant of the Company or a third party would like to have in the authorized capital. The application may also specify other conditions for making contributions and joining the Company.
Making additional contributions by the Company’s participants and contributions by third parties must be made no later than within six months from the date of adoption of the relevant decisions by the General Meeting of the Company’s participants.
The company has the right, and in cases provided for by the Federal Law, is obliged to reduce its authorized capital. Reduction of the authorized capital of the Company may be carried out by reducing the nominal value of the shares of all its participants in the authorized capital and (or) redemption of shares owned by the Company.
A company is not entitled to reduce its authorized capital if, as a result of such a reduction, its size becomes less than the minimum amount of the authorized capital determined in accordance with paragraph 1 of Article 14 of the Federal Law “On Limited Liability Companies” as of the date of submission of documents for state registration.
Reduction of the authorized capital of the Company by reducing the nominal value of the shares of all its participants should be carried out while maintaining the size of the shares of all participants of the Company.
If, at the end of the second and each subsequent financial year, the value of the Company’s net assets turns out to be less than its authorized capital, the Company is obliged to announce a decrease in its authorized capital to an amount not exceeding the value of its net assets and register such a decrease in the statutory procedure.
If, at the end of the second and each subsequent financial year, the value of the Company’s net assets is less than the minimum amount of the authorized capital established by law on the date of state registration of the Company, the Company is subject to liquidation.
Within 30 (thirty) days from the date of the decision to reduce its authorized capital, the Company is obliged to notify in writing of the reduction of the authorized capital and its new amount to all creditors of the Company known to it, as well as to publish in the press organ, which publishes data on the state registration of legal entities, a message about the decision.
Rights and obligations of participants
The participant is obliged to:
Pay for shares in the authorized capital of the Company in the manner, amount and terms provided for by the agreement on the establishment of the Company. Part of the profit is accrued to the participant from the moment of actual payment of 100% of his share in the authorized capital.
Comply with the requirements of the Charter, the terms of the agreement on the establishment of the Company, comply with the decisions of the Company’s management bodies taken within their competence.
Not to disclose confidential information about the Company’s activities.
Immediately inform the Director General about the impossibility of paying the declared share in the authorized capital.
Protect the property of the Company.
Fulfill its obligations in relation to the Company and other participants.
To assist the Company in the implementation of its activities.
Inform the Company in a timely manner about changes in information about its name or name, place of residence or location, as well as information about its shares in the authorized capital of the Company. If a member of the Company fails to provide information about changes in information about himself, the Company shall not be liable for losses caused in connection with this.
The participant has the right to:
Participate in the management of the Company’s affairs, including by participating in the General Meetings of Participants, personally or through his representative.
Receive information about the Company’s activities and get acquainted with its accounting books and other documentation.
Take part in the distribution of profits.
Elect and be elected to the management and control bodies of the Company.
Get acquainted with the minutes of the General Meeting and make extracts from them.
In the event of liquidation of the Company, receive part of the property remaining after settlements with creditors or its value.
Appeal to the relevant bodies of the Company against the actions of its officials.
Make proposals on the agenda within the competence of the General Meeting of Participants.
Withdraw from the Company by alienating the share to the Company, regardless of the consent of its other participants or the Company, with the payment of the actual value of its share or the issuance of property in kind to it with the same value with the consent of this participant.
Transfer of a share or part of a share in the authorized capital to another person
The transfer of a share or part of a share in the authorized capital of the Company to one or more of its participants or to third parties is carried out on the basis of a transaction, in the order of succession or on other legal grounds.
A member of the Company has the right to sell or otherwise alienate his share or part of a share in the authorized capital of the Company to one or more participants of this Company. The consent of other members of the Company or the Company to make such a transaction is not required.
The sale or otherwise alienation of a share or part of a share in the authorized capital of the Company to third parties is allowed in compliance with the requirements provided for by this Charter and the current legislation of the Russian Federation.
The Company has a pre-emptive right to purchase a share or part of a share owned by a member of the Company at the offer price to a third party or at a price predetermined by the Charter, if other participants of the Company have not exercised their specified pre-emptive right. The exercise by the Company of the pre-emptive right to purchase a share or part of a share at a price predetermined by the Charter is allowed only if the purchase price of the share or part of the share by the Company is not lower than the price established for the Company’s participants.
When selling a share or part of a share in violation of the pre-emptive right to purchase to any participant or participants of the Company or the Company (if the Charter provides for the pre-emptive right of the Company) has the right, within three months from the moment when the participant or participants of the Company or the Company (if the Charter provides for the pre-emptive right of the Company) learned or should have learned about such a violation, to demand in court the transfer of the rights and obligations of the buyer to them.
The assignment of these pre-emptive rights to purchase a share or part of a share in the authorized capital of the Company is not allowed.
The share of the Company’s participants may be alienated until it is paid in full only in the part in which it is paid.
A member of the Company intending to sell his share or part of a share to a third party is obliged to notify the other participants and the Company itself in writing by sending an offer through the Company at his own expense addressed to these persons and containing an indication of the price and other terms of sale. An offer to sell a share or part of a share is considered to be received by all participants of the Company at the time of its receipt by the Company. The offer is considered not received if, no later than the day of its receipt by the Company, the participant received a notice of its withdrawal.
Withdrawal of an offer to sell a share or part of a share after it has been received by the Company is allowed only with the consent of all its participants.
Members of the Company have the right to exercise the pre-emptive right to purchase a share or part of a share within 30 days from the date of receipt of the offer by the Company.
A member of the Company has the right to pledge his share or part of the share to another member of the Company or, with the consent of the General Meeting of Participants, to a third party.
The Company is obliged to pay the actual value of the share or part of the share in the authorized capital or to issue in kind the property of the same value within one year from the date of transfer to the Company of the share or part of the share.
The procedure for the withdrawal of a participant from the company
A member of the Company has the right to withdraw from the Company by alienating a share to the Company, regardless of the consent of its other participants or the Company.
Upon withdrawal from the Company, the participant submits a corresponding written application to the General Director of the Company.
The participant’s share or part of the participant’s share shall be transferred to the Company from the date of receipt by the Company of the participant’s application for withdrawal from the Company.
The Company is obliged to pay to the participant who filed an application for withdrawal from the Company the actual value of his share in the authorized capital, determined on the basis of the Company’s financial statements for the last reporting period preceding the day of filing the application for withdrawal from the Company, or, with the consent of this participant, give him property of the same value in kind or, in case of incomplete payment of his share in the authorized capital of the Company, the actual value of the paid part of the share within 3 months from the date of occurrence of the relevant obligation.
Withdrawal of participants from the Company, as a result of which no participant remains in the Company, as well as the withdrawal of the sole participant from the Company is not allowed.
The withdrawal of a participant from the Company does not release him from the obligation to the Company to make a contribution to the property of the Company, which arose before the filing of an application for withdrawal from the Company.
Exclusion of a member from the company
Members of the Company, whose shares in aggregate amount to at least 10% (ten percent) of the authorized capital of the Company, have the right to demand in court the exclusion from the Company of a participant who grossly violates his obligations or by his actions (inaction) makes the Company’s activities impossible or significantly impedes it.
The share of a participant excluded from the Company shall be transferred to the Company.
The Company is obliged to pay the excluded participant the actual value of his share, which is determined according to the Company’s financial statements for the last reporting period preceding the date of entry into force of the court decision on exclusion, or, with the consent of the excluded participant, to give him property of the same value in kind.
Management of the company. General Meeting of Shareholders
The supreme governing body of the Company is the General Meeting of Participants.
The exclusive competence of the General Meeting of Participants includes:
Determination of the main activities of the Company, as well as making a decision on participation in associations and other associations of commercial organizations.
Amendments to the Company’s Charter, including changes in the size of the Company’s authorized capital, approval of a new version of the Charter.
Election of the Audit Commission (Auditor) of the Company and early termination of its powers.
Election of the General Director and early termination of his powers, establishment of the amount of remuneration and compensation paid to him, as well as making a decision on the transfer of powers of the General Director to a commercial organization or individual entrepreneur (manager), approval of the manager and the terms of the contract with him.
Approval of annual reports and annual balance sheets.
Making a decision on the distribution of the Company’s net profit among its participants.
Approval (adoption) of documents regulating the internal activities of the Company (internal documents of the Company).
Making a decision on the placement of bonds and other equity securities by the Company.
Appointment of an audit, approval of the auditor and determination of the amount of payment for his services.
Making a decision on the reorganization or liquidation of the Company.
Appointment of the liquidation commission and approval of liquidation balance sheets.
Establishment of branches and opening of representative offices.
Granting participants additional rights or assigning additional responsibilities to participants.
Assigning additional responsibilities to a specific participant.
Termination or limitation of additional rights granted to the participant, as well as termination of additional obligations assigned to the participant.
Termination of additional responsibilities assigned to the participant(s).
Approval of the monetary valuation of property contributed to pay for shares in the authorized capital of the Company.
Consent to pledge by a participant of his share to a third party.
Decision on making contributions to the Company’s property by participants.
Decision on approval by the Company of an interested-party transaction in accordance with Article 45 of the Federal Law
“On Limited Liability Companies”, as well as the decision to approve a major transaction in accordance with Article 46 of the said Law.
Distribution of the share owned by the Company among its participants or sale of the share owned by the Company to some participants or third parties.
Payment by the participants of the Company of the actual value of the share or part of the share of the participant whose property is levied.
Determination of the terms of remuneration of the General Director of the Company and his deputies, as well as heads of branches and representative offices.
Approval of regulations on the General Director of the Company.
The resolution of issues referred to the exclusive competence of the General Meeting of Participants may not be transferred to another body.
The General Meeting of Participants of the Company has the right to make decisions only on agenda items reported by the participant of the Company in accordance with the established procedure, except for cases where all participants of the Company participate in this General Meeting.
Decisions on the issues provided for in paragraphs 9.2.2, 9.2.12, 9.2.14, 9.2. 15, 9.2.19 of the Charter, on other issues defined by this Charter, as well as the Federal Law “On Limited Liability Companies”, are adopted by a majority of at least 2/3 of the votes of the total number of votes of the Company’s participants.
Decisions on the issues provided for in paragraphs 9.2.10, 9.2.13, 9.2.16, 9.2.17, 9.2.22, on other issues provided for by this Charter, as well as the Federal Law “On Limited Liability Companies” are made by the participants (representatives of the participants) unanimously.
Decisions on other issues are made by the participants
(representatives of the participants) by a majority of votes of the total number of votes of the participants, unless otherwise provided by this Charter or the current legislation.
The participants shall be notified of the date and place of the General Meeting no later than 30 days before the date of the meeting.
The decision of the General Meeting of Participants may be made without holding a meeting (joint presence of participants to discuss agenda items and make decisions on issues put to a vote) by absentee voting (by poll).
Such voting may be conducted by exchanging documents by postal, telegraph, teletype, telephone, electronic or other communication, ensuring the authenticity of transmitted and received messages and their documentary evidence.
Decisions of the General Meeting of Participants on the issues specified in clause 9.2.5 of the Charter cannot be adopted by absentee voting.
General Director of the company
The sole executive body of the Company is the General Director. The Director General is appointed by the participants for a period of 5 years.
The General Director is obliged to act in the interests of the Company in good faith and reasonably.
The General Director manages the current activities of the Company and resolves all issues that are not referred by this Charter and the law to the competence of other bodies of the Company.
without a power of attorney, acts on behalf of the Company, including representing its interests and making transactions
issues powers of attorney for the right of representation on behalf of the Company, including powers of attorney with the right of substitution
issues orders on the appointment of employees of the Company, on their transfer and dismissal, applies incentive measures and imposes disciplinary sanctions
considers current and long-term work plans
ensures the implementation of the Company’s activity plans
approves the rules, procedures and other internal documents of the Company, with the exception of documents, the approval of which is referred by this Charter to the competence of other bodies
determines the organizational structure of the Company
ensures the implementation of decisions of the General Meeting of Participants
disposes of the property of the Company within the limits established by the General Meeting of Participants, this Charter and current legislation
approves the staffing tables of the Company, branches and representative offices of the Company
opens a current account, foreign currency and other accounts of the Company in banks, concludes contracts and makes other transactions, issues powers of attorney on behalf of the Company
approves contractual tariffs for services and products of the Company
organizes accounting and reporting
submits the annual report and balance sheet of the Company for approval by the General Meeting of Participants
exercises other powers not attributed by the Federal Law “On Limited Liability Companies” or the Company’s Charter to the competence of the General Meeting of Participants or other bodies of the Company.
Property, accounting and reporting
The Company’s property is formed at the expense of contributions to the authorized capital, as well as at the expense of other sources provided for by the current legislation of the Russian Federation. In particular, the sources of formation of the Company’s property are:
authorized capital of the Company.
income received from the services provided by the Company;
loans from banks and other lenders;
contributions of participants;
other sources not prohibited by law.
The property transferred to the participants for use by the Company to pay for their share, in the event of withdrawal or exclusion of such a participant from the Company, remains in the use of the Company for the period for which this property was transferred, unless otherwise provided by the agreement on the establishment of the Company.
The Company keeps records of the results of work, maintains operational, accounting and statistical records in accordance with the standards in force in the Russian Federation.
The organization of document flow in the Company is carried out by the General Director.
At the location of its executive body, the Company stores the following documents:
the agreement on the establishment of the Company, the decision on the establishment of the Company, the Charter of the Company, as well as amendments made to the Charter and registered in accordance with the established procedure;
minutes (minutes) of the General Meeting of the founders of the Company, containing the decision on the establishment of the Company and on the approval of the monetary valuation of non-monetary contributions to the authorized capital, as well as other decisions related to the creation of the Company;
a document confirming the state registration of the Company;
documents confirming the rights of the Company to the property on its balance sheet;
internal documents
Regulations on branches and representative offices
documents related to the issue of bonds and other emissive securities;
minutes of the General Meetings of the Company’s participants, meetings of the Board of Directors and the Audit Commission (Auditor);
conclusions of the Audit Commission (Auditor) of the Company, auditor;
lists of affiliates of the Company;
other documents, including accounting documents, provided for by federal laws and other legal acts of the Russian Federation.
Company’s Charter, internal documents, decisions of the General Meeting of Participants and the executive body of the Company.
Familiarization with documents related to trade secrets, as well as the procedure for providing information by the Company to participants and other persons is regulated by the Regulations approved by the General Meeting of Participants.
The General Director of the Company is responsible for compliance with the order of maintenance, reliability of accounting and reporting.
Profit Sharing
The decision on the distribution of profits is made by the General Meeting of Participants.
The Company has the right to make decisions once a year on the distribution of its net profit among the participants of the Company.
Part of the net profit to be distributed is distributed in one of the following ways:
in proportion to the share of each member of the Company
depending on the degree of participation of each participant in the work of the Company’s body;
depending on the specific conditions associated with the Company’s profit (profit margins, terms of product sales, etc.);
in accordance with the exact determination of the share of each participant in accordance with the decision taken at the General Meeting of Participants of the Company.
The Company is not entitled to make decisions on the distribution of its profits among the participants of the Company:
until full payment of the entire authorized capital of the Company;
until the payment of the actual value of the share or part of the share of the participant of the Company in cases provided for by the Federal Law;
if, at the time of making such a decision, the Company meets the signs of insolvency (bankruptcy) in accordance with the Federal Law “On Insolvency (Bankruptcy)” or if these signs appear in the Company as a result of such a decision
and other cases provided for by federal laws.
The Company is not entitled to pay profit to employees, the decision on the distribution of which among the participants of the Company is made, if:
at the time of making such a decision, the Company meets the signs of insolvency (bankruptcy) or these signs will appear in the Company as a result of such a decision;
at the time of making such a decision, the value of the Company’s net assets is less than its authorized capital and reserve fund or will become less than their size as a result of such a decision;
in other cases provided for by this Charter and the current legislation of the Russian Federation.
Upon termination of the circumstances specified in this paragraph, the Company is obliged to pay the profit to the participants of the Company, the decision on the distribution of which among the participants of the Company has been made.
Maintaining a list of participants
The Company maintains a list of participants of the Company with information about each participant, the size of his share in the authorized capital of the Company and its payment, as well as the size of the shares owned by the Company, the dates of their transfer to the Company or acquisition by the Company.
The Company is obliged to ensure the maintenance and storage of the list of participants from the moment of state registration of the Company.
The General Director ensures that information about the Company’s participants and their shares or parts of shares in the authorized capital of the Company, about the shares or parts of shares owned by the Company, with the information contained in the Unified State Register of Legal Entities, and notarized transactions for the transfer of shares in the authorized capital of the Company, which became known to the Company.
The Company and the participants who have not notified the Company in accordance with clauses 5.1.9 of the Charter of the change in the relevant information are not entitled to refer to the discrepancy between the information specified in the list of participants of the Company and the information contained in the Unified State Register of Legal Entities in relations with third parties acting only taking into account the information specified in the list of participants.
In the event of disputes regarding the discrepancy between the information specified in the list of participants of the Company and the information contained in the Unified State Register of Legal Entities, the right to a share or part of a share in the authorized capital of the Company is established on the basis of information contained in the Unified State Register of Legal Entities.
In the event of disputes over the unreliability of information about the ownership of the right to a share or part of a share contained in the Unified State Register of Legal Entities, the right to a share or part of a share is established on the basis of an agreement or other document confirming the occurrence of the founder or participant’s right to a share or part of a share.
Liquidation and reorganization
The company may be voluntarily reorganized in the manner prescribed by law. The reorganization of the Company can be carried out in the form of merger, accession, division, separation and transformation.
The reorganization of the Company is carried out in accordance with the procedure determined by the current legislation of the Russian Federation.
The reorganized Company, after making an entry in the Unified State Register of Legal Entities on the beginning of the reorganization procedure, places in the mass media in which data on state registration of legal entities are published, a message about its reorganization in the manner prescribed by Article 51 of the Federal Law “On Limited Liability Companies”.
A company may be liquidated voluntarily or by a court decision on the grounds provided for by the Civil Code of the Russian Federation.
Liquidation of the Company entails the termination of its activities without the transfer of rights and obligations in the order of succession to other persons. The liquidation of the Company shall be carried out in accordance with the procedure established by the Civil Code of the Russian Federation and other legislative acts, subject to the provisions of this Charter.
The decision of the General Meeting of Participants of the Company on the voluntary liquidation of the Company and the appointment of the liquidation commission shall be made at the suggestion of the General Director or a member of the Company.
The general meeting of participants of the voluntarily liquidated Company shall make a decision on the liquidation and appointment of the liquidation commission.
The general meeting of participants is obliged to immediately inform the state registration body in writing about the decision to liquidate the Company in order to enter information into the unified state register of legal entities that the Company is in the process of liquidation.
From the moment the liquidation commission is appointed, all powers to manage the affairs of the Company, including the representation of the Company in court, are transferred to it.
All decisions of the liquidation commission are made by a simple majority of votes of the total number of members of the commission.
The minutes of the meetings of the liquidation commission shall be signed by the chairman and secretary.
In case of reorganization or termination of the Company’s activities, all documents (managerial, financial and economic, personnel and others) are transferred in accordance with the established rules to the successor organization.
In the absence of a legal successor, documents of permanent storage of scientific and historical significance shall be transferred for state storage to state archival institutions; documents on personnel (orders, personal accounts, etc.) are deposited in the archives of the administrative district in which the Company is located.
The transfer and ordering of documents is carried out by the forces and at the expense of the Company in accordance with the requirements of the archival authorities.
If the funds available to the Company are insufficient to satisfy the claims of creditors, the liquidation commission shall sell the Company’s property at public auction in accordance with the procedure established for the execution of court decisions.
After the completion of settlements with creditors, the liquidation commission draws up a liquidation balance sheet, which is approved by the General Meeting of the Company’s participants.
The property of the liquidated Company remaining after the completion of settlements with creditors is distributed by the liquidation commission among the participants of the Company in the order of priority established by Article 58 of the Federal Law “On Limited Liability Companies”.
The liquidation of the Company is considered completed from the moment of making the corresponding entry in the unified state register of legal entities.
The powers of the liquidation commission shall be terminated upon completion of the liquidation of the Company.
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