FZ-208 about joint-stock companies required major changes in their structure. Some changes are given clarity in understanding the legislation, others have introduced new provisions into law. Improvement in the law has a beneficial effect on the activities of joint-stock companies, judicial authorities and lawyers.

The law on joint-stock companies was adopted by the State Duma on November 24 in 1995. FZ-208 regulates the rights and obligations of shareholders, and also contributes to the protection of their interests. The law regulates issues such as documents of joint-stock companies, dividends, registries, etc.

FZ-208 answers questions about the procedure for the creation, liquidation and restructuring of JSC. The law applies to all similar organizations in Russia.

The FZ-208 contains 14 chapters and 94 articles:

• general provisions;
• creation, transformation and liquidation of JSC;
• cAPITAL AO according to the Charter (stocks, bonds, etc.);
• distribution of shares and other securities (law on securities market);
• profit (dividends) of JSC;
• register of JSC;
• the procedure for meeting of shareholders;
• the powers and order of the meeting of the Board of Directors;
• ransom of shares, etc.

The last amendments to the FZ-208 dated July 3, 2016. All changes of the law entered into force on January 1, 2017.

FZ-208 about JSC

You can download the Federal Law of the FZ-208 "On Joint-Stock Companies" on the following.

The text of the AO Law will be useful for studying lawyers, judicial institutions and, of course, joint-stock companies. The new procedure has been valid since the beginning of 2017 and is regulated by the changed provisions.

Learn also what changes have undergone the passage of the service.

Last changes

According to the latest changes made to the FZ-208 in July 2015, closed and open joint-stock companies began to wear the name "public" and "non-public" AO, in the reduction of PJSC and JSC, respectively. Open, namely public, is a joint-stock company, which corresponds to some parameters - for example, provides shares in open access for an unlimited number of persons. PJSC in connection with new changes in the law is forced to make existing changes to the EGRUL (the unified state register of legal entities) and change the charter. The remaining JSC is released by law from the obligation to make changes, for them the legislation did not determine the exact period.

FZ-208 describes that all joint-stock companies are obliged to conduct an audit every year and invite the relevant specialist for this. After each shareholders' meeting, it is mandatory within 4 days the distribution of voting results. For violation of this rule, the law provides for a penalty - from 500.000 to 1 million rubles.

These are the main changes made to the FZ-208 on JSC.

Creature

Articles 8 and 9 FZ-208 regulate the procedure for creating a joint stock company. Joint-stock company is formed by two ways:

• from scratch;
• method for the reorganization of the Jurlitz (separation, merger, etc.).

According to FZ-208, the organization is considered to be created when it passes state registration.

In order for the AO to start properly function, the consent of all founders should be enlisted and secure this fact. You can express your consent or disagreement by direct voting at the general meeting of founders. To elect an auditor, an auditor and controls, three-quarters of votes are required. Bill with a written agreement, where general information is indicated - authorized capital, type of shares, the availability of opportunities from foreign investors to interfere in the affairs of the joint stock company.

FZ-208 describes many rules and requirements to be subject to the procedure for the formation of a joint-stock company. Creating an AO - the process of painstaking and long.

Liquidation

The Liquidation JSC law deals with 21 to 24. They refer to the second chapter of the FZ-208. The law provides the following information:

• joint-stock company is liquidated on a voluntary basis or by the court decision, if there are grounds prescribed in the Civil Code of the Russian Federation;
• the existing Board of Directors creates a commission to eliminate JSC, which makes a decision on this issue;
• after creating a commission, all functions for managing AO are transferred to it;
• the same commission would perform in court when liquidation on a legal basis.

Article 22 of the FZ-208 regulates that, after making a decision on the liquidation of JSC, it is required to pay off creditors if they exist. With an insufficient number of finance, the process of selling property should be repaid to creditors. All the remaining cash, after paying the debt, are distributed among shareholders.

Joint-stock company is considered to have completed its existence when making an appropriate entry to the incorporation, according to article 24 FZ-208.

1. A large deal is a transaction (including loan, loan, pledge, guarantee) or several interrelated transactions related to the acquisition, alienation or possibility of alienation by society directly or indirectly property, the cost of which is 25 or more percent of the book value of the Company's assets defined According to his financial statements at the last reporting date, with the exception of transactions committed in the process of ordinary economic activities of the Company, transactions related to the placement through the subscription (implementation) of ordinary shares of the Company, and transactions related to the placement of emission securities convertible into ordinary shares societies. The statute of society can also establish other cases in which the procedure for approving major transactions provided for by this Federal Law is applied to the transaction.

In the case of alienation or the emergence of the possibility of alienation of property with the book value of the Company's assets, the cost of such property is compared, determined according to accounting data, and in the case of the acquisition of property - the price of its acquisition.

2. For the adoption by the Board of Directors (Supervisory Board) of the Company and the General Meeting of Shareholders, the decision on the approval of a major transaction, the price of the alienated or acquired property (services) is determined by the Board of Directors (Supervisory Board) of the Company in accordance with Article 77 of this Federal Law.

1. A large deal must be approved by the Board of Directors (Supervisory Board) of the Company or the General Meeting of Shareholders in accordance with this article.

2. The decision on the approval of a major transaction, the subject of which is the property, the value of which is from 25 to 50 percent of the balance sheet value of the Company's assets, is made by all members of the Board of Directors (Supervisory Board) of the Company unanimously, and the voices of the retired members of the Board of Directors (Supervisory Board are not taken into account ) Societies.

In the event that the unanimity of the Board of Directors (Supervisory Board) of the Company on the approval of a major transaction has not been reached, by decision of the Board of Directors (Supervisory Board) of the Company, the issue of approval of a major transaction may be submitted to the decision of the General Meeting of Shareholders. In this case, the decision on the approval of a major transaction is made by the General Meeting of Shareholders by a majority of the votes of shareholders - owners of voting shares participating in the general meeting of shareholders.

3. The decision on the approval of a major transaction, the subject of which is the property, the cost of which is more than 50 percent of the book value of the Company's assets, is made by the General Meeting of Shareholders by a majority of three-quarters of the votes of shareholders - owners of voting shares participating in the general meeting of shareholders.

4. The decision on the approval of a large transaction should be indicated by the person (persons), which is its side (parties), the beneficiary (beneficiaries), the price, the subject of the transaction and its other essential conditions.

5. In the event that a major transaction is simultaneously a transaction, in which there is an interest, only the provisions of the XI Chapter XI of this Federal Law are applied.

6. A large deal committed with violation of the requirements of this article may be recognized as invalid on the suit of society or shareholder.

7. The provisions of this article do not apply to societies consisting of one shareholder, which simultaneously performs the functions of the sole executive body.

Joint-stock company It is a commercial association, the funds of the authorized capital of which are divided into an obviously defined number of shares. Communities of the type under consideration are divided into open and closed.

The activities of joint-stock communities in the territory of the Russian Federation regulates Federal Law No. 208. But what is this regulatory act? What is the procedure for creating a joint stock company for the regulation of the Law under consideration? What are the conditions for the liquidation of JSC on the FZ 208? What are the latest changes made to the actual text of this regulatory act? Answers to each of the above issues are in this article.

General provisions of the law

Federal Law "On Joint-Stock Companies" No. 208-ФЗ He was adopted by the State Duma on November 24, 1995. The document under consideration was signed by the President of the Russian Federation on December 26 of the same year. At the same time, the Federal Law 208 entered into official legal force on joint ventures and was first published.

The Federal Law regulates the processes and socio-economic relations arising from the creation, activities and liquidation of JSC. The provisions of the regulatory act are relevant both on the territory of the Russian Federation and in relation to international agreements.

Structure of the Federal Law on Joint-Stock Companies

The Federal Law on Joint Stock Companies consists of 14 chapters (94 articles):

1. Introductory provisions of the underlying regulatory act (Article 1-7.2);
2. Standards for creating, reorganization and abolition of JSC (art. 8-24);
3. Shares and other securities of authorized capital (Art. 25-35);
4. Posting by the securities joint stock company (Art. 36-41);
5. Dividends of AO (Art. 42-43);
6. Joint-Stock Register (Art. 44-46);
7. Nuances of the General Meeting of Shareholders (Art. 47-63);
8. Supervisory Board (Art. 64-71);
9. Shares acquisition nuances (art. 72-77);
10. The procedure for holding major transactions (Art. 78-80);
11. Interest in the design of the transaction AO (Art. 81-84.10);
12. Monitoring the economic activity of the joint stock company (Art. 85-87);
13. Reports and other documents of the community (art. 88-93.1);
14. The final provisions of the Actual Federal Law (Article 94).

Order and rules for the creation of AO for FZ 208

In accordance with the Rules articles 8. Federal Law on JSC, a joint stock company can be established or reorganized from an existing legal entity. Combining the type studied is considered to be created from the moment of registration.

According to the article 9 FZ 208, The decision to organize a joint stock company is made on the basis of an open voting of its future shareholders. The following decisions are unanimously taken by the community founders:

• On the formation of the Charter of AO;
• On approval of the financial assessment of securities;
• About the installation of capital.

In the formation of a joint-stock company, its members are elected:

• Management bodies;
• Audit College (or one auditor);
• Registrar JSC.

As community founders can act as legal and individuals (art. 10) . State and municipal authorities do not have the legal right to membership in JSC. Created joint stock company is subject to mandatory registration in the register of shareholders.

According to the existing Regulation of the Federal Law No. 208, the creators of the joint-stock company are issued among themselves a written agreement. This document indicates the types of shares and other securities, the rights and obligations of each of the founders.

Terms of Elimination of Joint Stock Company

In accordance with the Rules articles 21. The federal law studied, the joint stock company can be abolished in a voluntary basis. Eliminate AO without the consent of the founder is possible only by contacting the court. The proceedings in this case relies on the provisions of the Russian Federation.

For voluntary abolition of AO Voting is held. The liquidation procedure is carried out only if more than two thirds of shareholders voted accordingly. On the same voting elected liquidation commission.

According to the actual text articles 22. The Federal Law, the algorithm for the liquidation of the joint stock community is as follows:

• The liquidation commission is given to print the notice of the upcoming abolition of JSC;
• In the absence of obligations to creditors, the community property is distributed between its shareholders;
• Measures are taken to identify creditors and calculation with them;
• If funds are not enough to settle with creditors, the liquidation commission is authorized to implement the property of the joint-stock company through trading;
• After debt abolition, the liquidation balance is determined, and the remaining benefits are divided between creditors;
• The state registration authority is making an entry on the abolition of the community into the register of legal entities.

Upon completion of the above procedure, the JSC is declared eliminated.

Recent corrections

Each regulatory act published on the territory of the Russian Federation periodically passes the procedure for the actualization of its regulations. Through amendments, the text of the Federal Law includes data that ensures the relevance of its obsolete provisions.

Recent changes to the Federal Law "On Joint-Stock Companies" No. 208-ФЗ were made on July 29, 2017. The federal law "On Amendments to the Federal Law" On Joint-Stock Companies "and Article 50 of the Federal Law" On Limited Liability Societies "No. 233-FZ was used as a changing document. Through Article 1 of the FZ-223, the following changes have been made to the AEC;

• Clause 1 of Article 89 The amendments provided it states that a closed or open society undertakes to ensure the safety of all documentation provided for in this Regulatory Act;
• New edition is provided articles 91, In accordance with which the community undertakes to grant the following documents to shareholders:
  • Certificate of state registration of JSC;
  • Charter;
  • Annual reports;
  • Accounting documentation;
  • Protocols of general meetings;
  • Conclusion of the auditor;
  • Other documentation, the list of which is set out in Article 89;
• Paragraph 2 of Article 91 It states that a public society for the requirements of shareholders is obliged to provide access to the following acts:
  • Protocols of the Director Council;
  • Documents relating to unilateral transactions;
  • Reports of appraisers about the assessment of the property of the joint-stock company.
• At the request of the owner of more than 25% of shares, a non-public community, according to 3 paragraph of Article 91, It is obliged to provide documents provided for by part 2.

A public society is obliged to lead a website on the World Internet, on a specific page of which price categories are specified in relation to the publication of documentation. There are no such requirements for non-public JSC in this federal law.

Download FZ 208 about JSC in the new edition

For a more in-depth study of the Federal Law No. 208, it is recommended to delve into its current text. Download FZ 208. On joint-stock companies with the latest changes, relevant for the period of November 2017,

Article 69. Executive body of the Company. The sole executive body of the Company (director, general director)

1. The management of the Company's current activities is carried out by the sole executive body of the Company (director, general director) or the sole executive body of the Company (director, general director) and the collegial executive body of the Company (board, directorate). Executive bodies are accountable to the Board of Directors (Supervisory Board) of the Company and the General Meeting of Shareholders.

The Charter of the Company, providing for the presence of simultaneously sole and collegial executive bodies, the competence of the collegial authority should be determined. In this case, the person who performs the functions of the sole executive body of the Company (director, general director), also performs the functions of the Chairman of the Community Executive Body of the Company (Board, Directorate).

According to the decision of the General Meeting of Shareholders, the powers of the sole executive body of the Company may be transferred under a commercial organization agreement (managing organization) or an individual entrepreneur (manager). The decision to transfer the powers of the sole executive body of the Society of the Management Organization or the Governor is made by the General Meeting of Shareholders only at the proposal of the Board of Directors (Supervisory Board) of the Company.

2. The competence of the executive body of the Company includes all the issues of leadership of the Company's current activities, with the exception of issues related to the competence of the General Meeting of Shareholders or the Board of Directors (Supervisory Board) of the Company.

The executive body of the Company organizes the implementation of the decisions of the General Meeting of Shareholders and the Board of Directors (Supervisory Board) of the Company.

The sole executive body of the Company (Director, CEO) without a power of attorney acts on behalf of the Company, including its interests, makes transactions on behalf of the Company, approves states, publishes orders and gives instructions, mandatory for all employees of society.

The Charter of the Company may provide for the need to obtain the consent of the Board of Directors (Supervisory Board) of the Company or the General Meeting of Shareholders to commit certain transactions. In the absence of such a consent or subsequent approval of the relevant transaction, it may be challenged by persons specified in the state paragraph of paragraph 6 of Article 79 of this Federal Law, on the grounds established by paragraph 1 of Article 174 of the Civil Code of the Russian Federation.

3. The formation of the executive bodies of the Company and the early termination of their powers are carried out by the decision of the General Meeting of Shareholders, if the Charter of the Company, the decision of these issues is not attributed to the competence of the Board of Directors (Supervisory Board) of the Company.

The rights and obligations of the sole executive body of the Company (director, general director), members of the COLLEGAL EXECUTIVE OF SOCIETY (Board, Directorate), the Management Organization or Manager for the Implementation of the Company's current activities of the Company are determined by this Federal Law, other legal acts of the Russian Federation and the contract concluded by each Of them with society. The contract on behalf of the Company is signed by the Chairman of the Board of Directors (Supervisory Board) of the Company or the person authorized by the Board of Directors (Supervisory Board) of the Company.

The relationship between society and the sole executive body of the Company (director, general director) and (or) members of the Society Executive Body (Board, Directorate) of the legislation of the Russian Federation on labor applies to the part that does not contradict

Combining the person who performs the functions of the sole executive body of the Company (director, general director), and members of the Community Executive Body of the Company (Board, Directorate) of posts in the management bodies of other organizations are allowed only with the consent of the Board of Directors (Supervisory Board) of the Company.

The Company, the powers of the sole executive body of which transferred the management organization or the manager, acquires civil rights and assumes civil duties through the management organization or manager in accordance with paragraph of paragraph 1 of Article 53 of the Civil Code of the Russian Federation.

If the powers of the executive bodies of the Company are limited to a certain period and after such a term, it was not decided to form new executive bodies of the Company or the decision on the transfer of the powers of the sole executive body of the Society of the Management Organization or the manager, the powers of the Company's executive bodies act before the adoption of these decisions.

4. General Meeting of Shareholders, if the education of the executive bodies is not attributed to the Company's charter to the competence of the Board of Directors (Supervisory Board) of the Company, has the right to decide on the early termination of the powers of the sole executive body of the Company (director, general director), members of the collegial executive body of the Company (Board, Directorate). The general meeting of shareholders is entitled at any time to decide on the early termination of the authority of the management organization or manager.

In the event that the education of the executive bodies is attributed to the Company's charter to the competence of the Board of Directors (Supervisory Board) of the Company, it has the right to decide on the early termination of the powers of the sole executive body of the Company (director, general director), members of the collegial executive body of the Company (board, Directorate) and on the formation of new executive bodies.

In the event that the education of the executive bodies is carried out by the General Meeting of Shareholders, the Company's Charter may be provided for the right of the Board of Directors (Supervisory Board) of the Company to decide on the suspension of the powers of the sole executive body of the Company (director, general director). The Company's charter may be provided for the right of the Board of Directors (Supervisory Board) of the Company to decide on the suspension of the authority of the management organization or the manager. Simultaneously with the specified decisions, the Board of Directors (Supervisory Board) of the Company is obliged to decide on the formation of a temporary sole executive body of the Company (director, general director) and on holding an extraordinary General Meeting of Shareholders to address the issue of early termination of the powers of the sole executive body of the Company (director, general director ) or the management organization (managing) and the formation of a new sole executive body of the Company (director, general director) or the transfer of the powers of the sole executive body of the Company (director, general director) of the management organization or manager.

In the event that the education of the executive bodies is carried out by the General Meeting of Shareholders and the sole executive body of the Company (Director, Director General) or the Management Organization (Manager) cannot fulfill its duties, the Board of Directors (Supervisory Board) of the Company has the right to decide on the formation of a temporary sole executive body Societies (director, general director) and on the holding of an extraordinary general meeting of shareholders to address the issue of early termination of the powers of the sole executive body of the Company (director, general director) or the management organization (manager) and the formation of a new executive body or the transfer of the authority of the sole executive Authority of the Society of the Management Organization or Manager.

All of the Solutions listed in the paragraphs of the third and fourth of this paragraph are made by a majority of three-quarters of the members of the Board of Directors (Supervisory Board) of the Company, while the voices of the retired members of the Board of Directors (Supervisory Board) of the Company are not taken into account.

The temporary executive bodies of the Company carry out the leadership of the Company's current activities within the competence of the executive bodies of the Company, if the competence of the temporary executive bodies of the Company is not limited to the Company's charter.

5. If the Charter of the Company is to decide on the formation of the sole executive body of the Company or the early termination of its powers: the competence of the Board of Directors (Supervisory Board) of the Company and the Quorum Certificate Certificate of the Company for holding a meeting of the Board of Directors (Supervisory Board) of the Company is more than half of the number Selected members of the Board of Directors (Supervisory Board) of the Company and (or) to solve this issue in accordance with the Company's Charter or internal document determining the procedure for convening and holding meetings of the Board of Directors (Supervisory Board) of the Company, a greater number of votes are needed than a simple majority of members of the members The Board of Directors (Supervisory Board) of the Company participating in such a meeting, this issue may be submitted to the decision of the General Meeting of Shareholders in cases determined by paragraphs 6 and this article.

The issue of the formation of the sole executive body of the Company or the early termination of its powers cannot be submitted to the decision of the General Meeting of Shareholders, if other consequences advancing in cases determined by paragraphs 6 and this article are provided for the Company's Charter of the Company.

If the conditions of the shareholder agreement concluded by the Company's shareholders, other consequences advancing in cases determined by paragraphs 6 and this article, non-performance or improper fulfillment of relevant obligations under the share agreement is not a basis for exemption from responsibility or from implementing measures to ensure the fulfillment of the obligations provided for in Such an agreement.

6. In the event that if there are conditions provided for by paragraph to the first paragraph 5 of this article, the decision on the formation of the sole executive body of the Company is not accepted by the Board of Directors (Supervisory Board) of the Company on two consecutive meetings or within two months from the date of termination or The expiration of the powers of the previously educated sole executive body of the Company, the Company, the Company's disclosure in accordance with the legislation of the Russian Federation on securities, are obliged to disclose information on the incomprehension of such a decision in the manner prescribed by the legislation of the Russian Federation on securities, and other companies - notify Incontinacy of such a decision of the shareholders in the manner prescribed by this Federal Law for reporting on the general meeting of shareholders. Such a notice is sent to shareholders or if the Company's Charter has defined a printed edition to publish reports on holding a general meeting of shareholders, it is published in this printed publication no later than 15 days from the date of the second meeting of the Board of Directors (Supervisory Board) of the Company, whose agenda of which was included On the formation of the sole executive body of the Company and on which such an body was not formed, and if the second meeting did not take place, after a two-month period from the date of termination or expiration of the powers of the previously educated sole executive body of the Company. The list of shareholders of the Company to whom the specified notification is sent is drawn up on the basis of the register of owner of the Company's securities owners at the date of the second meeting of the Board of Directors (Supervisory Board) of the Company, at which the decision on the formation of the sole executive body of the Company, or in the event that the meeting It did not take place after the expiration of a two-month period from the date of termination or expiration of the powers of the previously educated sole executive body of the Company. At the same time, if the nominal shares holder is registered in the register of owners of the Company's securities of the Company, the notification is sent to the nominal shares for the direction of persons, in the interests of which he owns the shares of society.

The notice in accordance with this clause is directed on behalf of the Society Chairman of the Board of Directors (Supervisory Board) of the Company. After the direction of notification to shareholders or after the disclosure of information, in accordance with paragraph, the first paragraph of this paragraph, the Chairman of the Board of Directors (Supervisory Board) of the Company operates on behalf of the Society until the establishment of the temporary sole executive body of the Company.

Shareholders or shareholder have the right to make a requirement to convene an extraordinary general meeting of shareholders to address the issue of the formation of the sole executive body of the Company within 20 days from the date of the occurrence of the Company's duties to extend the specified information.

Within five days from the date of the deadline provided for in this paragraph for presenting to shareholders or shareholder, the claim for the convening of an extraordinary General Meeting of Shareholders, the Board of Directors (Supervisory Board) of the Company is obliged to decide on the formation of a temporary sole executive body of the Company, as well as the convening of an extraordinary General Meeting Shareholders in accordance with Article 55 of this Federal Law, if the specified date received these requirements from shareholders or shareholders who own at least 10 percent of the Company's voting shares. In the case of two or more requirements for convening an extraordinary general meeting of shareholders to address the issue of the formation of the sole executive body of the Company by the Board of Directors (Supervisory Board) of the Company in accordance with this clause, a decision is made to convene a single extraordinary General Meeting of Shareholders.

The decision to convene an extraordinary general meeting of shareholders and on the formation of a temporary sole executive body of the Company is made by the Board of Directors (Supervisory Board) of the Company by a majority of votes of members of the Board of Directors (Supervisory Board) of the Company participating in the meeting, if there is a quorum, which is at least half of the number Selected members of the Board of Directors (Supervisory Board) of the Company.

7. In the event that if there are the conditions provided for by paragraph to the first paragraph 5 of this article, the decision on the early termination of the powers of the sole executive body of the Company was not accepted by the Board of Directors (Supervisory Board) of the Company on two consecutive meetings of the Board of Directors (Supervisory Board) of the Company , societies that implement information in accordance with the legislation of the Russian Federation on securities are obliged to disclose information on non-decision of such a decision in the manner prescribed by the legislation of the Russian Federation on securities, and other companies - notify the incompatination of such a decision of the shareholders in the manner prescribed by this Federal The law for reporting on the General Meeting of Shareholders. Such a notice is sent to shareholders or if the Company's Charter has defined a printed edition to publish reports on holding a general meeting of shareholders, it is published in this printed publication no later than 15 days from the date of the second meeting of the Board of Directors (Supervisory Board) of the Company, whose agenda of which was included The early termination of the powers of the sole executive body of the Company and at which the decision on the early termination of the powers of such an authority was not accepted. The list of shareholders of the Company to whom the notification is sent is drawn up on the basis of the register of the owners of the Company's securities of the Company at the date of the second meeting of the Board of Directors (Supervisory Board) of the Company, at which the decision was not made on the early termination of the powers of the sole executive body of the Company. At the same time, if the nominal shares holder is registered in the register of owners of the Company's securities of the Company, the notification is sent to the nominal shares for the direction of persons, in the interests of which he owns the shares of society.

Shareholders or shareholder has the right to make a requirement to convene an extraordinary general meeting of shareholders to address the issue of early termination of the powers of the sole executive body of the Company within 20 days from the date of the responsibility of the Company to disclose these information.

Within five days from the date of expiration provided for in this paragraph for presentation by shareholders or shareholder the claim for the convening of an extraordinary General Meeting of Shareholders, the Board of Directors (Supervisory Board) of the Company is obliged to decide on the convening of an extraordinary General Meeting of Shareholders in accordance with Article 55 of this Federal Law, If these requirements received these requirements from shareholders or shareholders who have no less than 10 percent of the Company's voting shares. In the case of two or more demands on the convening of an extraordinary general meeting of shareholders to address the issue of early termination of the powers of the sole executive body of the Company by the Board of Directors (Supervisory Board) of the Company in accordance with this clause, a decision is made to convene one extraordinary general meeting of shareholders.

The decision to convene an extraordinary General Meeting of Shareholders is made by the Board of Directors (Supervisory Board) of the Society by a majority of votes of members of the Board of Directors (Supervisory Board) of the Company participating in the meeting, and in the presence of a quorum that makes up half of the chosen members of the Board of Directors (Supervisory Board) of the Company.

8. The convening of an extraordinary general meeting of shareholders on the grounds specified in paragraphs 6 and this article shall be carried out by decision of the Board of Directors (Supervisory Board) of the Company in the manner provided for in Article 55 of this Federal Law.

Making issues on the agenda of the specified General Meeting of Shareholders and the nomination of candidates to the executive bodies of the Company in this case are carried out in the manner established by Article 53 of this Federal Law.

The formulation of the issue to be included on the agenda of the General Meeting of Shareholders convened on the grounds specified in paragraphs 6 and this article, and the issue previously included on the agenda of the meeting of the Board of Directors (Supervisory Board) of the Company should not differ.

If the issue of the formation of the sole executive body of the Company or on the early termination of its powers in cases provided for in paragraphs 6 and this article, it is subject to the decision of the General Meeting of Shareholders, the issue of early termination of the powers of the Board of Directors will be included on the agenda of such a general meeting of shareholders. The Supervisory Board) of the Company and the election of the new Board of Directors (Supervisory Board) of the Company.

9. If the Board of Directors (Supervisory Board) of the Company is not decided to convene an extraordinary General Meeting of Shareholders at the request of the individuals specified in paragraphs 6 and this article, or decided to refuse to convene it, an extraordinary General Assembly Shareholders can be convened in accordance with paragraph 8 of Article 55 of this Federal Law.

Judicial practice under article 69 FZ dated December 26, 1995 No. 208-ФЗ

Determination of April 2, 2019 in case number A65-10852 / 2018

Supreme Court of the Russian Federation

The courts of appeal instance and the district agreed, examining and evaluating the evidence submitted to the case file according to the rules of chapter 7 of the Code, guided by the provisions of Articles 47, 48.65, 69 of the Federal Law No. 208-FZ "On Joint-Stock Companies" (hereinafter - the law About joint stock companies), and considering the explanations set out in paragraph 27 of the Resolution of the Plenum of the Supreme Arbitration ...

Resolution of October 29, 2018 in case number A05-10333 / 2017

Arbitration Court of the Arkhangelsk Region (AS Arkhangelsk Region)

Partially satisfied with the court of first instance. The appeal board does not find grounds for disagreement with a judicial act taken into force due to the following. In accordance with Article 69 of the Federal Law of December 26, 1995 No. 208-ФЗ "On Joint-Stock Companies" (hereinafter - Law No. 208-FZ), the management of the current activities of the Company is carried out by the Social Executive Body of the Company (director, general director) ...

Joint-stock company (one of the types of public areas) is, in contrast to public associations (see the Federal Law on Public Associations), a commercial organization, the main direction of which is recognized to receive profits. The authorized capital of any joint-stock company has a division into a certain number of shares, which certify the obligatory rights of each shareholder (participant) in relation to society as a whole.

In accordance with the legislation of the Russian Federation, the shareholders of the above-mentioned society bear the risk of losses that are directly related to the activities of the joint-stock company, within the value of the shares belonging to them, and do not respond to its general obligations. In the modern state, the joint stock company is - the most common form of organizing large and medium-sized businesses, while the medium-sized businesses more often use the form of a closed joint-stock company, a large business - open. Like other activities in Russia (the area opposition to terrorism, social insurance, medical care and other), the activities of joint-stock companies of any type, as well as their form of creation, reorganization and liquidation, regulates the Federal Law No. 208-FZ dated December 26, 1995. "On joint-stock societies." The law contains in its structure 14 chapters and 94 of the article.

Chapter 1 of the Law on Joint-Stock Companies determines the overall position of the regulatory document. Articles give the definitions of the basic concepts applicable to this area, fix the scope of the law and the basic provisions on joint-stock companies, responsibility, branded name and location of societies. Chapter 1, additively characterized by branches and representative offices of societies, subsidiaries and affiliates, open and closed societies.

The procedure for the creation and elimination of joint-stock companies is described in detail in chapter 2 federal Law on Joint Stock Companies. The articles of the law identify institutions of societies, founders, the charter, including the introduction of additions and changes, the form of state registration of society (with additions and changes in the Charter), the form of reorganization, mergers, accession, separation and allocations of the Company (Article 19.1 interprets the features of such actions ), transformation, as well as in detail the procedure for the elimination of the joint stock company is prescribed.

Chapters 3-4 of the Law on Joint-Stock Companies determines the authorized capital of societies, net assets of society, as well as the formation of the procedure for posting the society, bonds and other securities. Articles 25-29 establish the minimum amount of share capital of joint-stock companies, the rules with increasing or decreasing the authorized capital of societies and the protection of creditors' rights in such actions. At the same time, the procedure for payment by the Company of dividends, including restrictions on the payment, was defined in chapter 5.

Chapters 6-8 regulate the register of joint-stock companies, the form of general meetings of shareholders and the Board of Directors, who are the Supervisory Board, as well as the executive body of the Company. In these chapters, the distribution regulations, competence, rights and obligations, as well as the responsibility of the General Meeting of Shareholders, the Board of Directors and the Executive Body on the Company are listed. Chapters9-10 regulate the activities in the field of acquiring and redemption by the Company of the placed shares, as well as during the commission of major transactions. Chapters 12-13 establish the types of control over the activities of the joint-stock company by the state, as well as the form of accounting and reporting for societies. The final state of the legal document regulates the procedure for the entry of the law into legal force.

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