An organization in which the members form the supreme body. Organizational and legal forms of organizations. General meeting of founders

Society with limited liability is a legal entity organized by one or more founders. Its authorized capital consists of the shares of the founders, which is recorded in the documentation. Legislation regulates the procedure for establishing and managing a company.

Basic LLC management body for most legal entities of the type presented, it is often limited to two positions. it CEO and Chief Accountant society. But the full structure looks much more extensive. The governing bodies are appointed or elected at the time of establishment. Their structure is indicated by legislation. It will be discussed further.

Structure of governing bodies

When in the form of a limited liability company, there are certain requirements established by law. In addition to contributing their shares to the authorized capital, the founders are required to appoint or select the main bodies that will manage their enterprise.

Their structure is quite extensive, although in many societies it can be simplified.

The governing bodies of the LLC are the following structural entities:

1. First of all, the participants (or one founder, if only his funds were directed to form authorized capital) exercise control over their organization.
2. In addition to the founders, experienced specialists are hired for managerial positions. If there are several of them, they form a board of directors (supervisory board). In some enterprises, these positions may be abolished. They are optional.
3. Another governing body is the collegiate board.
4. To exercise control over other managers, the founders of the company may use the services of an auditor or auditor.

About each of these structural divisions should find out more. Each of them plays a role in the effective operation of the company.

General meeting of founders

Founders meeting. Each participant who has contributed his share in the authorized capital of the enterprise has the right to make decisions on the direction of his company's activities. If there are several founders, they meet at regular intervals to resolve the main issues regarding the functioning of their organization.

Such fees may be regular or extraordinary. Each founder has the right to vote, the weight of which is determined by the size of the share contributed by him in the process of founding the enterprise.

The main document regulating the meetings of the founders is the charter. It defines the competence of this body, as well as other structural units.

Competence of the meeting of founders

The supreme governing body of LLC has a number of rights that fall within their exclusive competence. First of all, this includes questions about the main direction of the company's functioning, the decision to associate or participate with other organizations.

The meeting of the founders of the company can also change the provisions of the charter, including the structure of the company's balance sheet. They amend the contract for the creation of the organization. This body appoints executives who will exercise control over the rest of the company's personnel.

The Board of Founders elects and terminates the work of the auditor and auditor, approves the information provided in annual accounts. Based on these data, based on the results of the reporting period, a decision is made on the distribution of net profit.

The supreme governing body regulates the internal affairs of their company. It can place bonds and other securities.

If necessary, the board of founders has the right to reorganize or liquidate its company, appoint members of the liquidation commission, and approve financial matters under these conditions.

The structure of the management bodies of LLC includes such a unit as the board of directors. When creating the charter, the founders form it. This document also stipulates the procedure for appointing performers to the position presented.

The founders stipulate the terms of reference and the procedure for the actions of the supervisory board. The main ones are decision-making on the further direction of the company's work, adoption and approval internal documents, the conclusion of transactions in which the company entrusted to them is interested under the law.

The Supervisory Board also organizes a regular or extraordinary meeting, decides on its holding and convening participants. The Board of Directors prepares documentation that is provided to the founders. At the meeting, this body may participate in the discussion of major issues with an advisory vote.

Such LLC management body, as a board of directors, has a number of powers. In addition to the rights listed above, he can form executive bodies, as well as prematurely terminate their activities. Also, the supervisory board determines their powers. He assigns the amount of remuneration to the sole contractor, collegiate managers.

The Board of Directors may decide on mergers with other commercial organizations. He also has the right to create branches, representative offices.

In addition, the supervisory board appoints an audit, approving the candidates chosen by them for the main positions. He approves the amount of their remuneration for the audit services provided.

Executive agency

Collegial governing body in LLC represented by the directors and the board. But the current activities of the company can also be managed by a sole contractor. This body is accountable to the meeting of founders and supervisory board. The sole executor may be the president, general director or other manager. He is elected at the general meeting. The duration of his powers is stipulated by the charter.

Between the company and the person exercising the sole executive activity, the contract is concluded. For the collegiate body, the constituent council also establishes their powers, quantitative composition. For this, internal documents are also issued.

The collegial body may consist only of natural persons. They do not have to be the Chairman of the collegiate body of management is the sole executor. Sometimes these functions are transferred to the manager.

Powers of the executive body

Responsibility of the management bodies of LLC regulated by the charter and internal documentation. given a number of powers. Since the collegiate managers are headed by the chairman, he has a number of special powers.

A sole contractor may represent the interests of the company without a power of attorney, act on its behalf and make transactions. In addition, he gives powers of attorney for representative activities.

In the person of the chairman, the director can issue orders related to the appointment of various employees to positions. He also decides on their transfer, dismissal. The sole contractor may take measures to impose disciplinary action or encouragement.

Auditor and auditor

controlling LLC management body, who is called the auditor or auditor, is elected at the meeting of the founders. The number of its members is determined by the charter. This body can at any time conduct financial and economic audits, has access to relevant documentation.

The auditor necessarily checks the annual reports, balance sheets before approval at the general meeting. The meeting of founders cannot accept such documents without an audit.

Considering each LLC management body, one can understand their area of ​​competence. The structure in each company can be simplified, but in its entirety it includes all the services listed above.

Full text of Art. 65.1 of the Civil Code of the Russian Federation with comments. New current edition with additions for 2019. Legal advice under Article 65.1 of the Civil Code of the Russian Federation.

1. Legal entities, the founders (participants) of which have the right to participate (membership) in them and form their supreme body in accordance with paragraph 1 of Article 65.3 of this Code, are corporate legal entities (corporations). These include business partnerships and societies, peasant (farm) enterprises, economic partnerships, production and consumer cooperatives, public organizations, social movements, associations (unions), partnerships of property owners, Cossack societies included in State Register Cossack societies in Russian Federation, as well as communities of indigenous peoples of the Russian Federation.

Legal entities, the founders of which do not become their participants and do not acquire membership rights in them, are unitary legal entities. These include state and municipal unitary enterprises, foundations, institutions, autonomous non-profit organizations, religious organizations, public companies.

2. In connection with participation in corporate organization its participants acquire corporate (membership) rights and obligations in respect of the legal entity they have created, except for the cases provided for by this Code.

(The article was additionally included from September 1, 2014 by the Federal Law of May 5, 2014 N 99-FZ)

Commentary on Article 65.1 of the Civil Code of the Russian Federation

1. The provisions of this article are a novelty of civil law and are designed to radically change the existing structure of subjects of civil circulation. Therefore, we will consider these provisions in more detail, making a short historical and legal digression to the origins of the formation of the foundations that consolidated the classification of legal entities reflected in the commented article.

While maintaining the traditional division of legal entities into commercial and non-profit organizations from September 1, 2014, legal entities are also classified by membership and degree of participation in the formation and activities of a legal entity into:
1) corporate. Legal entities whose founders (participants, members) have the right to participate in the management of their activities (the right of membership) are corporate organizations (corporations);
2) unitary. Legal entities, the founders of which do not become their participants and do not acquire membership rights in them, are unitary organizations.

The division of legal entities into corporate and unitary forms(based on the nature of the connection between the participants) corresponds to the historically established doctrine of most Western countries and the Russian legal order, which was reflected in the works of the German civilists Geise, F. Savigny, O. Gierke, Bernatsik. Here is how the Russian scientist G.F. Shershenevich distinguished between “combinations of persons” and institutions: “... the concept of a legal entity plays, as it were, the role of “brackets”, which contain the homogeneous interests of a certain group of persons for a more simplified definition of the relationship of this collective personality to others These associations may be of a public nature, such as a society of nobility, or of a private nature, such as a joint-stock company." After analyzing the opinions of Russian jurists, S.D. Mogilevsky concludes that in the Russian doctrine of the 19th century, the term "corporation", like the German concepts, was used as a generic concept for a group of legal entities, within which two types of corporations were distinguished: public and private. Back in 1861, S. Pakhman, speaking on the issue of shareholder reform, proposed to divide joint stock companies into two types: state-economic (public) and private-economic (private). hallmark companies included in the first group, was the need for them to solve social tasks e.g. building railways, organization of navigation, etc. The joint-stock companies belonging to the second group did not set themselves the goals of achieving socially useful tasks. Private corporations in Russian law were called commercial partnerships. At the same time, G.F. Shershenevich wrote that the terminology of our legislation in relation to joint-stock partnerships was completely inconsistent. She calls them partnerships, companies, companies with the addition of expressions: "on shares", "on participants", "on shares".

________________

Quoted from the book: Corporate law. Textbook for university students / Ed. I.S. Shitkina. M.: "Volters Kluver", 2008, ch.I, paragraph 1 "Concept corporate law"(Corporations in pre-revolutionary Russia) / URL: http://eknigi.org/uploads/posts/2010-03/1267746607.1252691339_korporativnoe_pravo.jpg
There.

In modern scientific doctrine, a corporation is traditionally understood as an organization based on the principles of participation (membership), which is created to realize the interests of its participants (members) by organizing its management through a special system of bodies. A corporation organized on the basis of membership, as a rule, is opposed unitary organizations or institutions that do not have membership and are created, as a rule, in the interests of an unlimited circle of people for the implementation of socially useful goals.

________________
See Serova O.A. Theoretical, methodological and practical problems of classification of legal entities of modern civil law in Russia: Monograph. M.: Yurist Publishing House, 2011 / URL: http://window.edu.ru/resource/904/74904/files/Serova_Problemy_klassifikatsii_yuridicheskikh_lits.pdf
It should be noted that in Russian and foreign legal orders the word "corporation" is not distinguished by its unambiguous understanding. This situation is explained by two circumstances. Firstly, in most countries this concept is not enshrined in law, but is present only at the doctrinal level. Secondly, the term "corporation" has a different interpretation in the Anglo-Saxon and continental systems of law. In this regard, as I.S. Shitkina rightly noted, the legislative consolidation of the division of organizations into corporate and unitary organizations, introduced into the Civil Code of the Russian Federation, is an advanced idea.

________________
See Shitkina I.S. Corporate Law Issues in the Draft Federal Law "On Amendments to the Civil Code of the Russian Federation" // Economy and Law, N 6, 2012 / URL: http://shitkina-law.ru/publikatsii/voprosy-korp-prava.html
The introduced changes will require the unification of legal regulation various kinds legal entities. Obviously, further specification of the rights and obligations, for example, of a shareholder or member of a limited liability company, should be reflected in the relevant federal law. Such an approach to the system of presentation of legal norms is typical not only for establishing the rights and obligations of the participants in a corporation, but also for other institutions of legislation. Thus, the legal regulation of management in a corporation is carried out by Art. 65.3 of the Civil Code of the Russian Federation; in Art. 66.3 of the Civil Code of the Russian Federation provides for the features of management in public and non-public companies; Art. 67.1 of the Civil Code of the Russian Federation regulates the features of management in business partnerships and companies, and in Art. 97 of the Civil Code of the Russian Federation provides for special requirements for the management of a public joint stock company. At the same time, these articles of the Civil Code of the Russian Federation contain numerous mutual references that complicate the application of the relevant norms. When asked if this approach is suitable for practical application, there is no clear answer. According to I.S. Shitkina, it is unlikely that for purposes other than scientific classification, which could be carried out at the level of doctrine, someone will need, for example, to identify the rights and obligations that are simultaneously inherent in public joint-stock company, and a garage cooperative.

________________
There.

2. Summarizing numerous studies devoted to the analysis of the legal nature and identification of the essence of a corporation, I.S. Shitkina highlights the following features inherent in a corporation:
________________
See corporate law. Textbook for university students / Ed. I.S. Shitkina. M.: "Volters Kluver", 2008, ch.I, paragraph 1 "The concept of corporate law" (Corporations in modern Russian law) / URL: http://eknigi.org/uploads/posts/2010-03/1267746607.1252691339_korporativnoe_pravo. jpg
1) the corporation is recognized as a legal entity;
2) a corporation is a union of individuals and (or) legal entities that are subjects of law, which acquire the status of a participant (member) of the corporation;
3) corporation - "volitional organization". The will of a corporation is determined by the common interests of its members; the will of the corporation is different from the individual wills of its members;
4) the corporation as a legal entity is preserved regardless of changes in the composition of its participants;
5) a corporation is an association of not only participants, but also their property - contributions to the authorized capital, shares, contributions;
6) the property contributed by the participants to the corporation belongs to it by the right of ownership;
7) participants in the corporation as subjects of corporate relations are bearers of rights and obligations in relation to both the corporation itself and to each other;
8) a corporation is an organizational unity, expressed, among other things, in the presence of management bodies, the highest of which is the general meeting of shareholders (participants).

The main distinguishing feature of a corporation, as shown above, is participation or membership. The terms "participation" and "membership" characterize the legal relationship that mediates the relation of the subject's belonging to the internal structure of the organization. Participation (membership) is manifested in the implementation of the goals of participants (members) united in one legal entity through their participation in the management of this legal entity.

Corporations, in accordance with the commented article, include both commercial and non-commercial legal entities:
- business partnerships and companies;
- Peasant (farming) farms;
- business partnerships;
- production and consumer cooperatives;
- public organizations;
- associations (unions);
- associations of property owners;
- Cossack societies entered in the state register of Cossack societies;
- Indigenous communities.

3. The second category of legal entities are unitary legal entities, which include:
- state and municipal unitary enterprises;
- funds;
- institutions;
- autonomous non-profit organizations;
- religious organizations;
- public companies.

These entities are organized by combining the contributions of these entities, which are subsequently transferred to a legal entity. If earlier the status of a unitary enterprise or institution indicated the inextricable link between a legal entity and the state, now the integrity and indivisibility of such a subject is decisive. The withdrawal of a person from the founders does not entail a redistribution of shares, the authorized capital of such organizations, as a rule, is absent, the property is formed at the expense of contributions.

4. Applicable law:
- Law of the Russian Federation of 19.06.92 N 3085-I "On consumer cooperation(consumer societies, their unions) in the Russian Federation";
- Federal Law No. 82-FZ of May 19, 1995 "On Public Associations";
- Federal Law No. 135-FZ of 11.08.95 "On charitable activities and charitable organizations";
- Federal Law No. 193-FZ of 08.12.95 "On Agricultural Cooperation";
- Federal Law No. 208-FZ of December 26, 1995 "On Joint Stock Companies";
- Federal Law No. 7-FZ of January 12, 1996 "On non-profit organizations";
- Federal Law of 08.05.96 N 41-FZ "On production cooperatives";
- Federal Law of June 15, 1996 N 72-FZ "On associations of homeowners".

Federal Law No. 125-FZ of September 26, 1997 "On Freedom of Conscience and Religious Associations";
- Federal Law No. 14-FZ of 08.02.98 "On Limited Liability Companies";
- Federal Law of 15.04.98 N 66-FZ "On horticultural, horticultural and country non-profit associations citizens";
- Federal Law No. 104-FZ of 20.07.2000 "On the general principles of organizing communities of indigenous peoples of the North, Siberia and the Far East of the Russian Federation";
- Federal Law No. 161-FZ of November 14, 2002 "On State and Municipal Unitary Enterprises";
- Federal Law No. 74-FZ dated 11.06.2003 "On Peasant (Farm) Economy";
- Federal Law of 05.12.2005 N 154-FZ "On public service Russian Cossacks";
- Federal Law No. 174-FZ of November 3, 2006 "On Autonomous Institutions";
- Federal Law No. 286-FZ of November 29, 2007 "On Mutual Insurance";
- Federal Law No. 190-FZ of July 18, 2009 "On Credit Cooperation";
- Federal Law of 03.12.2011 N 380-FZ "On economic partnerships".

Consultations and comments of lawyers on Article 65.1 of the Civil Code of the Russian Federation

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Structure of governing bodies not commercial organization, as a rule, includes two governing bodies: the highest (will-forming) and the executive (will-expressing).
In organizations based on membership, the highest body will be the meeting of participants or their conference (congress), in which not all participants personally take part, but their elected representatives (delegates, authorized representatives).
In organizations that are not based on membership, the functions of the supreme body are performed by a special body provided for by the constituent documents, for example, a board of founders, or persons appointed by it (supervisory (board of trustees)). With some exceptions (for example, for charities, autonomous non-profit organizations) legislation does not provide for restrictions on the subject (personal) composition of such a body. Such permanent collegiate management bodies (trustees, supervisory, artistic councils, committees of partners and other bodies) can also be created in non-profit organizations based on membership.
The structure and competence of the executive bodies of most non-profit organizations is determined by law only in the most in general terms. The center of gravity of legal regulation here is transferred to the constituent documents of a particular organization. As a rule, non-profit organizations have a collegiate (presidium, board or council) * (306) and (or) a sole executive body formed by the supreme body or the founder of the organization and accountable to them.
The bodies of a non-profit organization must act in its interests in good faith and reasonably (Article 54 of the Civil Code). In case of violation of this requirement, they are liable for the losses caused to the organization. The law contains certain requirements for making transactions in which there is an interest and major transactions.
Stakeholders, who are recognized as heads, members of management and control bodies over the activities of a non-profit organization, are obliged to avoid conflicts of interest. This means that when implementing business transactions with organizations or citizens in relation to which interested persons are participants, employees, creditors or relatives, they are obliged to observe, first of all, the interests of a non-profit organization and must not use the possibilities of a non-profit organization * (307) or allow their use for other purposes than those provided constituent documents (Article 27 of the Law on Non-Commercial Organizations).

Article 65.1 enshrines the legal definition of corporate legal entities. Corporations- such legal entities, the founders, the participants of which have the right to participate in them and form the supreme body in accordance with the provisions of the law.

Signs of a corporation: the participation of the founders in them and the formation by the founders of the supreme body of the legal entity. faces. First sign this definition is generally recognized. Features of corporate relations involve the separation of property of legal entities. persons from the property of the founders. The main responsibility of the participants of the legal person is obliged to contribute, pay for shares or shares. In this case, the participant loses the right of ownership to this property and, instead of the property right of ownership, the member of the corporation acquires the opportunity to participate in the formation of the will of the legal entity. person, as well as dispose of the transferred to this legal entity. person with property. Formation of the supreme governing body - in this formulation, the sign is not typical for the theory of corporate law and it was not provided for in the original version of the amendments to the Civil Code. The argument against the allocation of this feature is the fact that the founders of the corporation form not only the supreme body, but also other bodies of this legal entity. faces; legal authorities. persons are formed not only by the founders of corporations, but also by the founders of unitary enterprises. As a resolution of this contradiction, it is proposed to accept the word "form" in the sense of the word "compose". feature legal status corporations is the fact that the founders actually automatically constitute the supreme governing body.

Article 65.1 contains an exhaustive list of types of legal entities - corporations. A special feature is the general list of both commercial and non-commercial legal entities. persons.

Commercial: economic partnerships and companies, peasant (farm) enterprises, economic partnerships, production and consumer cooperatives.

Non-profit: public organizations, associations and unions, associations of property owners, Cossack societies, communities of indigenous peoples.

This list includes classic views corporations (partnerships, societies, cooperatives, associations, etc.), however, the Russian legislator expands the list by adding 5 new types of corporations: peasant (farm) enterprises - jur. individuals, business partnerships, Cossack societies, communities of indigenous peoples, associations of property owners.

The law has a definition unitary legal entities persons– legal entities whose founders do not become participants do not acquire membership rights. Their list: state and municipal unitary enterprises, foundations, institutions, autonomous non-profit organizations, religious organizations, public companies. Public companies are also new. The inclusion in the current version of the law of an indication of the possible existence of public companies is legal regulation"for growth", i.e. we do not know anything about them, there is a mention in one norm.

Purposes of including special rules on corporations:

• 1. Uniform regulation of the corporate governance structure.
• 2. Unification of the rules about legal status governing bodies.
• 3. Establishment of uniform norms regarding internal relations.

Attention! Each electronic lecture note is the intellectual property of its author and is published on the site for informational purposes only.

Article 1

Include in chapter 4 of part one Civil Code Russian Federation the following changes:

1) Article 48 shall be stated in the following wording:

"Article 48. The concept of a legal entity

1. A legal entity is an organization that has separate property and is liable for its obligations, can acquire and exercise civil rights on its own behalf and bear civic obligations, be a plaintiff and defendant in court.

2. A legal entity must be registered in the unified state register of legal entities in one of the organizational and legal forms provided for by this Code.

2) in Article 49:

"3. The legal capacity of a legal entity arises from the moment information about its creation is entered into the unified state register of legal entities and terminates at the moment information about its termination is entered into the specified register.

3) in Article 50:

b) clause 3 shall be stated in the following wording:

"3. Legal entities that are non-profit organizations may be created in the organizational and legal forms:

4) associations of real estate owners, which include, among other things, associations of homeowners;

c) clause 4 shall be stated in the following wording:

"4. Non-commercial organizations may carry out income-generating activities, if it is provided for by their charters, only in so far as it serves the achievement of the goals for which they were created, and if it corresponds to such goals.";

d) add paragraphs 5 and 6 as follows:

"5. A non-profit organization, the charter of which provides for the implementation of income-generating activities, with the exception of state and private institutions, must have sufficient property for the implementation of these activities market value not less than the minimum amount of the authorized capital provided for limited liability companies (paragraph 1 of Article 66.2).

6. The rules of this Code shall not apply to relations on the implementation by non-profit organizations of their main activities, as well as to other relations with their participation that are not related to the subject matter of civil legislation (Article 2), unless otherwise provided by law or the charter of a non-profit organization.";

6) Article 52 shall be stated in the following wording:

"Article 52. Constituent documents of legal entities

4. The charter of a legal entity must contain information about the name of the legal entity, its location, the procedure for managing the activities of the legal entity, as well as other information provided by law for legal entities of the relevant organizational and legal form and type. The charters of non-profit organizations should define the subject and goals of the activities of legal entities.

6. Changes made to the constituent documents of legal entities become effective for third parties from the moment state registration constituent documents, and in cases established by law, from the moment of notification of the body carrying out state registration of such changes.

7) in Article 53:

"1. A legal entity acquires civil rights and assumes civil obligations through its bodies acting on its behalf (paragraph 1 of Article 182) in accordance with the law, other legal acts and founding document.

The procedure for formation and the competence of the bodies of a legal entity are determined by law and the constituent document.

c) clause 3 shall be stated as follows:

"3. A person who, by virtue of a law, other legal act or constituent document of a legal entity, is authorized to act on its behalf, must act in the interests of the legal entity it represents in good faith and reasonably. Members of the collegial bodies of the legal entity (supervisory or other board , board, etc.).";

"Article 53.1. Responsibility of a person authorized to act on behalf of a legal entity, members of the collegial bodies of a legal entity and persons determining the actions of a legal entity

1. A person who, by virtue of a law, other legal act or constituent document of a legal entity, is authorized to act on its behalf (clause 3 of Article 53), is obliged to compensate, at the request of the legal entity, its founders (participants) acting in the interests of the legal entity, losses, caused through his fault to a legal entity.

A person who, by virtue of a law, other legal act or constituent document of a legal entity, is authorized to act on his behalf, shall be liable if it is proved that in the exercise of his rights and the performance of his duties he acted in bad faith or unreasonably, including if his actions ( inaction) did not correspond to the usual conditions of civil transactions or ordinary entrepreneurial risk.

2. The responsibility provided for by paragraph 1 of this article shall also be borne by members of the collegiate bodies of a legal entity, with the exception of those of them who voted against the decision that caused losses to the legal entity, or, acting in good faith, did not take part in the voting.

3. A person who has the actual ability to determine the actions of a legal entity, including the ability to give instructions to the persons named in paragraphs 1 and 2 of this article, is obliged to act in the interests of the legal entity reasonably and in good faith, and is liable for losses caused through his fault to the legal entity. face.

Article 53.2. Affiliation

In cases where this Code or another law puts the onset of legal consequences in dependence on the existence of a relationship of connectedness between persons(affiliation), the presence or absence of such relations is determined in accordance with the law.";

9) Article 54 shall be stated in the following wording:

"Article 54. Name, location and address of a legal entity

1. A legal entity has its own name, containing an indication of the organizational and legal form. The name of a non-commercial organization and, in the cases provided for by law, the name of a commercial organization must contain an indication of the nature of the activity of the legal entity.

The location of a legal entity is determined by the place of its state registration. State registration of a legal entity is carried out at the location of its permanent executive body,

3. The address of the legal entity must be indicated in the unified state register of legal entities.

A legal entity bears the risk of the consequences of not receiving legally significant messages (Article 165.1) delivered to the address indicated in the unified state register of legal entities, as well as the risk of the absence of its body or representative at the specified address. Messages delivered to the address specified in the Unified State Register of Legal Entities are considered received by the legal entity, even if it is not located at the specified address.

11) Article 56 shall be stated as follows:

"Article 56. Responsibility of a legal entity

1. A legal entity is liable for its obligations with all its property

12) in Article 57:

a) point 1 shall be stated in the following wording:

"1. The reorganization of a legal entity (merger, accession, division, separation, transformation) may be carried out by decision of its founders (participants) or by the body of the legal entity authorized to do so by the founding document.

13) in Article 58:

d) clause 5 shall be stated as follows:

"5. When a legal entity of one organizational and legal form is transformed into a legal entity of another organizational and legal form, the rights and obligations of the reorganized legal entity in relation to other persons do not change, with the exception of the rights and obligations in relation to the founders (participants), the change of which is caused by the reorganization.

14) article 59 shall be stated in the following wording:

"Article 59. Deed of transfer

1. The act of transfer must contain provisions on the succession of all obligations of the reorganized legal entity in relation to all its creditors and debtors, including obligations disputed by the parties, as well as the procedure for determining the succession in connection with a change in the type, composition, value of property, the emergence, change, termination the rights and obligations of the reorganized legal entity that may occur after the date on which the deed of transfer is drawn up.

2. The deed of transfer is approved by the founders (participants) of the legal entity or the body that made the decision to reorganize the legal entity, and is submitted together with the constituent documents for the state registration of legal entities created as a result of the reorganization, or for making changes to the constituent documents of existing legal entities.

Failure to submit a deed of transfer along with the constituent documents, the absence in it of provisions on the succession of all obligations of the reorganized legal entity entails a denial of state registration of legal entities created as a result of the reorganization.

16) add articles 60.1 and 60.2 with the following content:

"Article 60.1. Consequences of invalidating a decision on the reorganization of a legal entity

1. A decision on the reorganization of a legal entity may be declared invalid at the request of the participants in the reorganized legal entity, as well as other persons who are not participants in the legal entity, if such a right is granted to them by law.

23) paragraph 1 shall be supplemented with articles 65.1 - 65.3 of the following content:

"Article 65.1. Corporate and unitary legal entities

1. Legal entities, founders ( members) which have the right to participate (membership) in them and form their supreme body in accordance with paragraph 1 of Article 65.3 of this Code, are corporate legal entities (corporations). These include associations of property owners,

2. In connection with participation in a corporate organization, its participants acquire corporate (membership) rights and obligations in relation to the legal entity they have created, except for the cases provided for by this Code.

Article 65.2. Rights and obligations of participants corporations

1. Participants of a corporation (participants, members, shareholders, etc.) have the right to:

participate in the management of the affairs of the corporation, except for the case provided for by paragraph 2 of Article 84 of this Code;

in cases and in the manner prescribed by law and the constituent document of the corporation, to receive information about the activities of the corporation and get acquainted with its accounting and other documentation;

appeal against the decisions of the bodies of the corporation, entailing civil law consequences, in cases and in the manner prescribed by law;

demand, acting on behalf of the corporation (paragraph 1 of article 182), compensation for the losses caused to the corporation (article 53.1);

challenge, acting on behalf of the corporation (paragraph 1 of Article 182), transactions made by it on the grounds provided for in Article 174 of this Code or laws on corporations of certain organizational and legal forms, and demand the application of the consequences of their invalidity, as well as the application of the consequences of the invalidity of void transactions of the corporation.

Members of a corporation may also have other rights provided for by law or the founding document of the corporation.

2. A member of a corporation or a corporation must take reasonable steps to notify other members in advance

3. Unless otherwise established by this Code, a participant in a commercial corporation who has lost, against his will, as a result of unlawful actions of other participants or third parties, the right to participate in it, shall have the right to demand the return to him of the share of participation transferred to other persons, with the payment of fair compensation to them, determined by court, as well as compensation for losses at the expense of persons guilty of the loss of a share.

4. A member of a corporation is obliged:

participate in the formation of the property of the corporation in the required amount in the manner, manner and within the time limits provided for by this Code, other law or the constituent document of the corporation;

not to disclose confidential information about the activities of the corporation;

participate in the adoption of corporate decisions, without which the corporation cannot continue its activities in accordance with the law, if its participation is necessary for the adoption of such decisions;

not to take actions knowingly aimed at causing harm to the corporation;

not to take actions (inaction) that significantly impede or make it impossible to achieve the goals for which the corporation was created.

Members of the corporation may also bear other obligations stipulated by law or the founding document of the corporation.

Article 65.3. Management in a corporation

The supreme body of the corporation is the general meeting of its members.

In non-profit corporations and production cooperatives with more than one hundred members, the highest body may be a congress, conference or other representative (collegiate) body determined by their charters in accordance with the law. The competence of this body and the procedure for making decisions by it are determined in accordance with this Code, the law and the charter of the corporation.

2. Unless otherwise provided by this Code or other law, The exclusive competence of the supreme body of the corporation includes:

determination of priority areas of the corporation's activities, principles of formation and use of its property;

approval and amendment of the charter of the corporation;

determining the procedure for admission to the membership of the corporation and exclusion from the number of its participants, unless such procedure is determined by law;

formation of other bodies of the corporation and early termination of their powers, if the charter of the corporation in accordance with the law does not refer this authority to the competence of other collegiate bodies of the corporation;

approval of annual reports and accounting (financial) statements of the corporation, if the charter of the corporation, in accordance with the law, this authority is not assigned to the competence of other collegiate bodies of the corporation;

making decisions on the creation by the corporation of other legal entities, on the participation of the corporation in other legal entities, on the establishment of branches and on the opening of representative offices of the corporation, except in cases where the charter of a business company, in accordance with the laws on business companies, places the adoption of such decisions on these issues within the competence of other collegiate bodies of the corporation;

making decisions on the reorganization and liquidation of the corporation, on the appointment of a liquidation commission (liquidator) and on the approval of the liquidation balance sheet;

election audit commission(auditor) and the appointment of an audit organization or an individual auditor of the corporation.

The law and the founding document of a corporation may include the resolution of other issues within the exclusive competence of its supreme body.

Issues referred by this Code and other laws to the exclusive competence of the supreme body of a corporation cannot be transferred to them for decision by other bodies of a corporation, unless otherwise provided by this Code or another law.

3. A sole executive body is formed in the corporation (director, general director, chairman etc.). The charter of a corporation may provide for the granting of the powers of a sole executive body to several persons acting jointly, or the formation of several sole executive bodies acting independently of each other (paragraph three of paragraph 1 of Article 53). The sole executive body of a corporation may act as individual as well as a legal entity.

In the cases provided for by this Code, another law or the charter of a corporation, a collegial executive body is formed in the corporation ( governing body, directorate, etc.).

The competence of the bodies of the corporation specified in this paragraph shall include the resolution of issues that are not within the competence of its supreme body and the collegiate management body established in accordance with paragraph 4 of this article.

4. Along with the executive bodies specified in clause 3 of this article, in the cases provided for by this Code, another law or the charter of the corporation, a collegial management body (supervisory or other board) that controls the activities of the executive bodies of the corporation and performs other functions assigned to it by law or by the charter of a corporation. Persons exercising the powers of the sole executive bodies of corporations and members of their collegial executive bodies cannot make up more than one quarter of the composition of the collegial management bodies of corporations and cannot be their chairmen.

Members of the collegiate management body of a corporation have the right to receive information about the activities of the corporation and get acquainted with its accounting and other documentation, demand compensation for losses caused to the corporation (Article 53.1), challenge transactions made by the corporation on the grounds provided for in Article 174 of this Code or laws on corporations of individual organizational and legal forms, and demand the application of the consequences of their invalidity, as well as demand the application of the consequences of the invalidity of the void transactions of the corporation in the manner prescribed by paragraph 2 of Article 65.2 of this Code.";

Article 67.2. Corporate agreement

1. Participants of a business company or some of them have the right to conclude an agreement between themselves on the exercise of their corporate (membership) rights (corporate agreement), in accordance with which they undertake to exercise these rights in a certain way or to refrain (refuse) from exercising them, including vote in a certain way at the general meeting of the company's participants, coordinately carry out other actions to manage the company, acquire or alienate shares in it authorized capital(shares) at a certain price or when certain circumstances occur, or refrain from alienating shares (shares) until certain circumstances occur.

30) add paragraph 6 of the following content:

"§ 6. Non-profit corporate organizations

1. General provisions about non-profit corporate organizations

Article 123.1. Fundamentals of Nonprofit Corporate Organizations

1. Non-commercial corporate organizations are recognized as legal entities that do not pursue profit making as the main goal of their activities and do not distribute the profit received among the participants (paragraph 1 of Article 50 and Article 65.1), whose founders (participants) acquire the right to participate (membership) in them and form their supreme body in accordance with paragraph 1 of Article 65.3 of this Code.

2. Non-profit corporate organizations are created in organizational and legal forms consumer cooperatives, public organizations, associations (unions), associations of property owners, Cossack societies entered in the state register of Cossack societies in the Russian Federation, as well as communities of indigenous peoples of the Russian Federation (paragraph 3 of Article 50).

3. Non-profit corporate organizations are created by the decision of the founders, adopted at their general (constituent) meeting , conference, congress, etc. These bodies approve the charter of the relevant non-profit corporate organization and form its bodies.

4. A non-profit corporate organization is the owner of its property.

5. The charter of a non-commercial corporate organization may provide that decisions on the creation by the corporation of other legal entities, as well as decisions on the participation of the corporation in other legal entities, on the establishment of branches and on the opening of representative offices of the corporation, are taken by the collegial body of the corporation.