How to write a school charter. How to write a charter of OOO: what nuances and features should be considered

limited Liability Company created by the only founder

1. GENERAL PROVISIONS

1.1. Limited Liability Company "", referred to as society, was established in accordance with the Civil Code of the Russian Federation and the Federal Law "On Limited Liability Societies" (hereinafter referred to as "Federal Law").

1.2. The Company is a legal entity and operates on the basis of the Charter and the current legislation of the Russian Federation.

1.3. Full company name of the Company in Russian: Limited Liability Company "", abbreviated company name in Russian: LLC "", full proprietary name in language: "", abbreviated company name in language: "".

1.4. The Company is considered to be created as a legal entity since its state registration in accordance with the procedure established by federal laws.

1.5. Society is created without limitation.

1.6. The Company has the right to open bank accounts in the territory of the Russian Federation and abroad.

1.7. The society has a round seal containing its full proprietary name in Russian and an indication of its location. Printing society also contains company name Name. The society has stamps and blanks with their own branded name, their own emblem, as well as a trademark registered in the prescribed manner and other means of visual identification. The procedure for the development and approval of the content and sketches of the press, stamps, emblems, trademarks is determined by the internal position of the Company.

1.8. The Company is the owner of the property owned by him and cash and is responsible for its obligations of its own property.

1.9. The participant does not respond to the obligations of the Company and is the risk of losses associated with the activities of the Company, within the value of the share owned by him in the authorized capital of the Company.

1.10. The Russian Federation, the constituent entities of the Russian Federation and municipal entities are not responsible for the obligations of the Company, as well as the Company is not responsible for the obligations of the Russian Federation, the constituent entities of the Russian Federation and municipalities.

1.11. Location of society :.

2. Purpose, subject, activities

2.1. The purpose of the Company's activities is to extract profits.

2.2. The subject of the Company's activities is :.

2.3. The Company has civil rights and fulfills the responsibilities necessary for any activities that are not prohibited by federal laws, including :.

2.4. Separate activities, the list of which is determined by federal laws, society can only be engaged on the basis of a special permit (license). If the conditions for the provision of a special permit (license) on the occupation of a certain type of activity provides for the requirement of such activities as exceptional, the society during the term of special permission (license) is not entitled to carry out other activities, with the exception of activities provided for by a special permit (license ), and they are associated.

2.5. Interference with the economic and other activities of the Company by state and other organizations is not allowed if it is not due to their right to control the activities of society.

3. Authorized capital

3.1. The authorized capital of the Company is drawn up from the nominal value of the share of its participant.

3.2. The size of the authorized capital of the Company is rubles.

3.3. The authorized capital of the Company defines the minimum amount of his property that guarantees the interests of its creditors.

3.4. The actual value of the share of the participant of the Company corresponds to part of the value of the Company's net assets proportional to the size of its share.

3.5. Payment of shares in the authorized capital of the Company can be carried out by money, securities, other things or property rights or other rights of the rights.

3.6. The monetary assessment of the property introduced to pay for the share in the authorized capital of the Company is approved by the solution of the only participant.

3.7. By the time of registration of the Company, the authorized capital was paid for money in the amount of%.

3.8. The increase in the authorized capital of the Company can be carried out at the expense of the Company's property, due to the additional contributions of the Company's participant, as well as through the contributions of third parties accepted into society.

3.9. The increase in the authorized capital of the Company at the expense of its property is carried out by the solution of the sole member of the Company.

3.10. The participant of the Company may decide to increase the authorized capital of the Company by making additional contributions. Such a solution determines the total cost of an additional contribution.

3.11. Additional contribution can be made by the only member of the Company within two months (there can be a different period) from the date of decision specified in the previous paragraph.

3.12. The participant of the Company may decide to increase the authorized capital on the basis of an application of a third party (applications of third parties) on the adoption of its (them) into society and deposit.

3.13. The statement of a third party should indicate the size and composition of the contribution, order and period of its introduction, as well as the size of the share that the third party would like to have in the authorized capital of the Company. The statement may also contain other conditions for making contributions and entry into society.

3.14. Simultaneously with the decision to increase the authorized capital of the Company on the basis of a third party statement (applications of third parties) on the adoption of its (them) to society and deposit, the decision should be made to make changes to the adoption of a third party (third parties) in the Charter of the Company Society, determining the nominal value and size of its share (their shares), an increase in the size of the authorized capital of the Company and a change in the size of the share of the participant in the Company. The nominal value of the share acquired by each third person accepted into society should not be greater than the value of its contribution.

3.15. If an increase in the authorized capital of the Company did not take place, society is required within a reasonable period, but no more than days, return to third parties who contributed money deposits, their deposits, and in case of no return of deposits within the specified period - also pay interest in the manner and within the deadlines provided for Article 395 of the Civil Code of the Russian Federation.

3.16. Third parties who made non-monetary deposits are obliged to return their deposits within a reasonable time, and in case of no return of deposits within the specified period, it is also possible to reimburse the beneficial benefits due to the inability to use property contributed as a contribution.

3.17. The Company has the right, and in the cases stipulated by the Federal Law, is obliged to reduce its authorized capital.

3.18. The decrease in the authorized capital of the Company can be carried out by reducing the nominal value of the share of the Company's participant in the authorized capital of the Company.

3.19. Society is not entitled to reduce its authorized capital, if, as a result of this reduction, its size will be less than the minimum amount of the authorized capital, determined in accordance with the legislation on the date of submission of documents for the state registration of relevant changes in the Company's Charter, and in cases, if in accordance with the legislation, society It is obliged to reduce its authorized capital - at the date of state registration of society.

3.20. If, at the end of the second and each subsequent fiscal year, the cost of net assets of the Company will be less than its authorized capital, society is obliged to declare a decrease in its authorized capital to a size that does not exceed the value of its net assets, and register such a decrease in the prescribed manner.

3.21. If at the end of the second and each subsequent fiscal year, the cost of net assets of the Company will be less than the minimum amount of the authorized capital established by the legislation at the date of state registration of the Company, society is subject to liquidation.

4. Release of bonds

4.1. The Company has the right to place bonds and other issuable securities in the manner prescribed by the legislation on securities.

4.2. The issue of bonds by society is allowed after full payment of its authorized capital.

4.3. The bond must have a nominal value. The nominal value of all the bond issued by the Company should not exceed the size of the authorized capital of the Company and (or) the value of the provision provided by the Company for these purposes by third parties. In the absence of provision provided by third parties, bond issuance is allowed not earlier than the third year of the Company's existence and subject to proper approval of annual financial statements for two completed financial year. These limitations are not applied to mortgage-coated bond issues and in other cases established by federal securities laws.

5. Participant responsibilities

5.1. The participant of the Company is obliged:

• paying the shares in the authorized capital of the Company in the order, in size and within the deadlines, which are provided for by the Federal Law and the Company's Charter;
• do not disclose confidential information about the activities of the Company;
• extra and other duties stipulated by law.

5.2. The participant of the Company also carries the following additional responsibilities: (INPUT, 20).

5.3. Additional duties assigned to the participant in the Company, in the case of alienation of its share (part of the share) to the acquirer of the share (part of the share) do not go. Additional duties may be discontinued by the decision of the Company's member.

5.4. In the event of a decision, the Company's participant is obliged to bring contributions to the property of society.

5.5. The maximum cost of the contribution of the company's property is rubles.

5.6. The contributions to the property of society do not change the size and nominal value of the share of the Company's participant in the authorized capital of the Company.

6. Rights of the Company's participant, alienation, encumbrance, share inheritance

6.1. The participant of the Company is entitled:

• participate in the management of the Company's business in accordance with the procedure established by the Federal Law and the Charter of the Company;
• receive information on the activities of the Company and get acquainted with its accounting books and other documentation in the procedure established by him;
• distribute profits;
• sell \u200b\u200bor otherwise implement the alienation of its share in the authorized capital of the Company or its part;
• in the event of the liquidation of society, part of the property remaining after the calculations with creditors, or its value.

The participant of the Company also has other rights provided for by federal law.

6.2. Additional participant in society :.

6.3. Additional rights in the event of an alienation of the share (part of the share) to the acquirer of the share (part of the share) do not go.

6.4. The participant of the Company may refuse to carry out additional rights, sending a written notice of this society. From the moment the Company is received by the Company of this notice, the additional rights of the participant in the Company are terminated.

6.5. The transaction aimed at alienation of the share or part of the share in the authorized capital of the Company is subject to a notarial certificate. Failure to comply with the shape of the concession of the share (part of the share) in the authorized capital of the Company established by this clause, entails its invalidity.

6.6. The share in the authorized capital of the Company proceeds to the heirs of a citizen (to legal entities to legal entities), which was a member of the Company.

6.7. The participant of the Company is entitled to lay a stake belonging to him (part of the share) in the authorized capital of the Company.

7. Recovery to the share

7.1. The appeal at the request of the creditors of recovery to share (part of the share) of the Company's participant in the authorized capital of the Company's debts of the Company is allowed only on the basis of a court decision during deficiency to cover the debts of another property of the Company's participant.

8. Management of society. Participant decision

8.1. The highest authority of the Company is a participant. The sole executive body is the Director General.

8.2. Once a year no earlier than two months and no later than four months after the end of the fiscal year, the Company's participant decides on the approval of the annual results of the Company's activities. Accepted in addition to the next decision are extraordinary. When making decisions, the general director may be present.

8.3. Exceptional competence of a member of the Company:

1. determination of the main activities of the Company, as well as the decision to participate in associations and other associations of commercial organizations;
2. a change in the company's charter, including a change in the size of the Company's share capital;
3. election of the Director General and early termination of its powers, the establishment of the amount of remuneration and compensation paid to him, as well as the decision to transfer the powers of the Director General of the Commercial Organization or an individual entrepreneur (manager), approval of the managing and terms of the contract with it;
4. approval of annual reports and annual balance sheets;
5. election and early termination of the powers of the Audit Commission (Auditor) of the Company;
6. making a decision on the distribution of the Company's net profit;
7. approval (adoption) of documents regulating the internal activities of the Company (internal documents of the Company);
8. making a decision on the placement by the Company of bonds and other issuing securities;
9. assigning an audit, approval of the auditor and determining the amount of payment for its services;
10. making a decision on the reorganization or liquidation of society;
11. the appointment of the liquidation commission and the approval of liquidation balances;
12. creation of branches and opening of representative offices, determining the conditions for remuneration of managers of branches and representative offices;
13. solving other issues stipulated by law and charter.

Solving issues related to the exclusive competence of the participant cannot be transferred to the Director-General.

8.4. Extraordinary decisions are made by a member of the Company as needed.

8.5. Soccer Soccer Decisions are issued in writing.

9. General Director of the Company

9.1. The management of the Company's current activities is carried out by the Director General. The Director General is accountable to the participant of the Company.

9.2. The term of office of the Director-General is a year (years). The Director-General can re-select an unlimited number. The contract with the Director-General on behalf of the Company is signed by a member of the Company.

9.3. CEO:

1. without a power of attorney, it acts on behalf of the Company, including represents his interests and makes transactions;
2. issues a power of attorney for the right of representation on behalf of the Company, including power of attorney with the right of handover;
3. publishes orders for the appointment of employees of society, about their translation and dismissal, applies the measures of encouragement and imposes disciplinary recovery;
4. carries out other powers, not attributed by the federal law or the charter of the Company to the competence of the Company's participant.

9.4. The procedure for the activities of the Director General and the adoption of solutions is established by the internal documents of the Company, as well as a contract concluded between him and society.

9.5. The contract with the manager is signed on behalf of the Company by the Company's member.

10. Reserve and other public funds

10.1. Society creates a reserve fund.

10.2. The reserve fund is formed due to annual deductions in the amount of no more than% of net profit until the amount of the reserve fund will not reach the% of the Company's share capital. If, after reaching the specified size, the reserve fund will be consumed, the deductions to it are resumed until full recovery. The reserve fund is designed to cover the losses of society and cannot be used for other purposes.

10.3. The Company has the right to form other funds, the deductions to which are carried out in the sizes and the procedure established by the general meeting of participants.

11. The procedure for storing the Company's documents. The procedure for providing information to the Company's participant and other persons

11.1. The organization of document management in society is carried out by the Director General. The Director General and the Chief Accountant of the Company are person responsible for complying with the procedure for keeping, accuracy of accounting and reporting.

11.2. At the location of its General Director, the Society stores the following documents:

• charter of the Company, as well as submitted to the Charter of the Company and registered in the established procedure for changing and additions;
• solutions of the Company's participant;
• a document confirming the state registration of society;
• documents confirming the rights of the Company on the property on its balance sheet;
• list of participants in the Company;
• domestic documents of society;
• provisions on branches and representative offices of the Company;
• documents related to the issuance of bonds and other issuing securities of the Company;
• lists of affiliated persons of society;
• conclusions of state and municipal financial control bodies;
• other documents stipulated by federal laws and other legal acts of the Russian Federation;
• other documents stipulated by the Company's internal documents, the decisions of the Company's participant and the General Director of the Company.

11.3. Listed in paragraph 11.2 of the Charter, documents should be available to familiarize the participant in the Company, as well as other interested persons during working hours.

11.4. The Company conducts a list of participants in the Company with an indication of information about the Company's member, the amount of its share in the authorized capital of the Company and its payment, as well as the size of the shares owned by society, the dates of their transition to society or the acquisition by society.

11.5. The person who performs the functions of the sole executive body of the Company (if the other body is not provided for by the Charter), ensures the compliance of information about the participants in the Company and the shares belonging to them or parts in the authorized capital of the Company, the shares or parts of the shares owned by society, the information contained in the Unified The state register of legal entities, and notarized transactions for the transition of shares in the authorized capital of the Company, which became known to society.

12. Profit distribution

12.1. The only participant is entitled quarterly, once every six months or a year to decide on the distribution of the Company's net profit.

12.2. The society is not entitled to decide on the distribution of its profits and is not entitled to pay the profit participant, the decision on the distribution of which was made in cases:

• if, at the time of payment, the Company meets signs of insolvency (bankruptcy) in accordance with the Federal Law on Insolvency (Bankruptcy) or if the specified signs appear in the Company as a result of payment;
• if at the time of payment the value of the Company's net assets is less than its authorized capital and the reserve fund or will be less than their size as a result of payment;
• in other cases provided for by federal laws.

13. Reorganization and liquidation

13.1. Society can be voluntarily reorganized in the manner prescribed by Art. 51 - 56 of the Federal Law "On Limited Liability Societies". Other grounds and the procedure for the reorganization of society are determined by Articles 57 - 60, 92 of the Civil Code of the Russian Federation and other federal laws.

13.2. The Company can be eliminated voluntarily in the manner prescribed by Articles 61 - 64, 92 of the Civil Code of the Russian Federation, taking into account the requirements of Articles 57 - 58 of the Federal Law "On Limited Liability Societies".

13.3. The Company may be eliminated by the court decision on the grounds provided for by the Civil Code of the Russian Federation and other applicable law.

13.4. In the absence of a successor, constant storage documents, having scientific and historical importance, are transferred to state storage in the archives of the association ""; Documents on personnel (orders, personal affairs, personal accounts, etc.) are transferred to the archive, in which society is located. Transfer and streamlining of documents are carried out by the forces and at the expense of the Company's facilities in accordance with the requirements of archival authorities.

The LLC Charter prescribes the most important functions of the enterprise. He is one of the constituent documents. Sample can be downloaded for free.

One of the constituent documents of the organization is the charter. The charter prescribes the most important functions of the enterprise, a leadership position, the management form, the number of founders and much more. On this page of the free resource is a sample charter Ltd.. It can be downloaded by a special direct link without restrictions. Ltd. cannot exist if he has no charter. This magazine is required in all state institutions when a legal entity carries out daily activities.

Having a template for the Ltd. Ltd. presented on the page, the user can easily edit it at its discretion and create a new act for the newly created LLC. Among the list of questions affected by the provisions of the Charter Ltd. are: Name (brief and complete) and address of the company, type of activity, participants, guidance, representative offices, authorized capital, powers and obligations of persons involved in actions and other items.

Mandatory points of the charter LLC

:

• At the top of the title leaf, the alignment mark is made on the right;
• Below, in the middle of the title itself;
• Further the place and date of compilation;
• In the story you need to specify the following points: General provisions, share capital, rights and obligations, transitions of shares, exit participants from LLC, the procedure for holding meetings, guiding position, goals of activity, storage of papers and other.

Registration of this kind of paper is better to trust practicing specialists. Specialized agencies make up these acts quickly and efficiently for a small fee. Independent writing is fraught with the assumption of errors that may affect the further functioning of the company. You should carefully check the text content before you attribute to government instances. It is no advisable to allow punctuation and grammatical errors in the narration.

The charter is the main document required to register a new legal entity and its further activities. When creating a business entity, it is primarily developed by the Charter, since it is this document that regulates what the enterprise will be engaged, how it will be managed by which it will be, which should be made.

The development of the establishment of the enterprise LLC can be engaged in both the founders of a legal entity, and can entrust this business to lawyers.

Another option is to use the charter, which is approved by the founders of the LLC or authorized by the founders. This charter in practice is used more often. What is contained in the document developed at the meeting of the founders?

The following information is entered:

• Company name
• Type of organizational and legal form (LLC)
• Address of the location of the enterprise
• Control procedure
• Other information that should be made in accordance with the specific type of activity of the enterprise

In general, the statutes of different enterprises cannot be formative. This is due to the fact that each legal entity has a different organizational structure (director, general director), gives the head of a different amount of authority, is conducting different economic activities.

Mandatory points of Charter

The charter of the legal entity should fully reflect the activities of the business entity. So that all information is reflected in full, typical Ltd. LLC, as a rule, contains such sections:

check in

When registering, LLC to the register is provided with the charter of LLC and a number of other documents. If in the future it will be necessary, they will also need to register to the register.

Charter LLC is the main constituent document when creating an organization (legal entity). The purpose of this document consists in the formation of the rules for which the organization will function. The Charter determines: the legal status of the Company, the structure and the structure of the organization, the activities, as well as the rights and obligations of both the founder and the Company itself of limited liability.
When creating LLC the only participant, to register a company to the tax file shall with the charter of the LLC with one founder. Which has a number of features. This charter is approved by the Single Founder. Below is a sample of this charter LLC. Recycling the sample for yourself, you can use it for registration of a limited liability company.
Download A sample of the "Charter of LLC with one founder" can be used for this.

For the formation of fully finished documents: Charter Ltd., applications for registration of LLC, use the service Registration Ltd. Free .

Charter Ltd. with one founder, sample in 2019.

Tired
Limited Liability Company
"[name]"
(sample of the statute of LLC with one founder in 2019)

Approved
By the decision of the only founder
N [ value] From [ number, month 2019]

1. General Provisions

1.1. Limited Liability Company [ name] (hereinafter referred to as "society"), established in accordance with the Civil Code of the Russian Federation and the Federal Law of 08.02.1998. N 14-FZ "On Limited Liability Societies" (hereinafter referred to as the Federal Law) on the basis of a decision on its creation.

1.2. Full company name of the Company in Russian: [ enter the right one].

Abbreviated company name in Russian: [ enter the right one].

1.3. Full company name of the Company on [ value] Language: [ enter the right one].

Abbreviated company name of the Company on [ value] Language: [ enter the right one].

1.4. Location of society: [ enter the right one].

Permanent executive body of the Company [ enter the right one, for example, director] Located at: [ specify the exact postal address].

1.5. The society has separate property and meets them in its obligations, may acquire and carry out civil rights on its own behalf and carry civil duties, to be the plaintiff and the defendant in court.

1.6. Society is created without limitation.

1.7. The Company has the right to open bank accounts in the territory of the Russian Federation and abroad.

1.8. The society has a round seal containing its full brand name in Russian and indicating the location of society.

The Company has the right to have stamps and blanks with their brand name, their own emblem, as well as a registered trademark and other means of individualization.

1.9. The Company is responsible for its obligations to all owned property.

The Company is not responsible for the obligations of its participants.

In the case of insolvency (bankruptcy) of the Company due to its participants or by the fault of other persons who have the right to provide compulsory instructions or otherwise have the opportunity to determine its actions on these participants or other persons in the event of deficiency of the Company's property, subsidiary responsibility may be entrusted According to his obligations.

The Russian Federation, the constituent entities of the Russian Federation and municipal entities are not responsible for the obligations of the Company, as well as the Company is not responsible for the obligations of the Russian Federation, the constituent entities of the Russian Federation and municipalities.

1.10. Participants in the Company are not responsible for its obligations and bear the risk of losses related to the activities of the Company, within the value of the share owned by it.

1.11. The participants of the Company who did not fully pay for the shares carry joint responsibility for the obligations of society within the value of the unpaid part of the share of each of the participants.

1.12. The Society for verification and confirmation of the correctness of the annual accounting (financial) reporting is entitled, and in cases provided for by law, is obliged to annually involve an auditor not related to property interests with society or its participants (external audit). Such an audit can also be carried out at the request of any of the participants in the Company.

1.13. The Company undertakes to comply with the requirements of the Regulations on military accounting approved by the Decree of the Government of the Russian Federation of November 27, 2006 N 719.

1.14. The Company provides and storing the list of participants in the Company in accordance with the requirements of the Federal Law "On Limited Liability Societies" since the state registration of the Company.

2. Types of activity of the Company

2.1. The Company has civil rights and carries civil duties necessary for the implementation of any activities that are not prohibited by federal laws, if this does not contradict the subject and goals of the Company's activities.

2.2. The purpose of the Company's activities is to meet the social needs of legal entities and individuals in the works, products and services and profit.

2.3. The subject of the Company's activities is [ specify the main activity of the Company].

2.4. Society performs the following activities: [ specify the activities in accordance withAll-Russian classifier species of economic activities that suggest to exercise society]

2.5. In cases provided for by law, society can engage in certain types of activities only on the basis of a special permit (license), membership in a self-regulating organization or a certificate of admission to a certain type of work.

2.6. If the conditions for granting a license to carry out a certain type of activity are provided for the requirement to carry out such activities as an exceptional, society during the term of the license carry out only the activities provided for by the license and related activities.

3. The authorized capital of society

3.1. The authorized capital of the Company is drawn up from the nominal value of its participants.

3.2. The size of the authorized capital of the Company is [ amount numbers and in words] rubles.

3.3. The size of the Company's participant corresponds to the ratio of the nominal value of its share and the authorized capital of the Company.
The actual value of the share of the participant of the Company corresponds to part of the value of the Company's net assets proportional to the size of its share.

3.4. The founder of the Company must pay fully its share in the authorized capital of the Company for four months from the date of state registration of the Company.

3.5. If, at the end of the second or each subsequent fiscal year, the cost of net assets of the Company will be less than its authorized capital, society is in order and within the period provided for by the Federal Law, it is obliged to increase the cost of net assets to the amount of share capital or register a decrease in share capital in the prescribed manner.

If the cost of the specified assets of the Company becomes less than the law of the minimum amount of share capital, society is subject to liquidation.

3.6. The increase in the authorized capital of the Company is allowed after its full payment.

3.7 The increase in the authorized capital of the Company can be carried out at the expense of the Company's property, and (or) at the expense of the additional contributions of the Company's participant, and (or) due to the contributions of third parties accepted into society.

3.8. The Company has the right, and in the cases stipulated by the Federal Law, is obliged to reduce its authorized capital.

3.9. The participant of the Company has the right to make contributions to the property of society. The contributions to the Company's property are not deposits into the authorized capital of the Company and do not change the size and nominal value of the participant's share in the authorized capital of the Company.

4. Rights and obligations of the participant in the Company

4.1. The participant of the Company is entitled:

4.1.1. Participate in managing the Company's business in the manner established by this Charter and Federal Law.

4.1.2. In cases and in the manner provided by the Federal Law and the Company's Charter, receive information on the Company's activities and get acquainted with its accounting and other documentation in the procedure established by the Charter;

4.1.3. Distribute company profits.

4.1.4. In the event of the liquidation of society, part of the property remaining after the calculations with creditors, or its value.

4.2. The participant of the Company also has other rights stipulated by the Civil Code of the Russian Federation, the Federal Law and the Company's Charter.

4.3. The participant of the Company is obliged:

4.3.1. The contributions to the authorized capital of society in the arrangement, in size, methods that are provided for by the federal law and the decision on the establishment of society and contributing to other property of society.

4.3.2. Make decisions without which society cannot continue its activities in accordance with the law.

4.3.3. Do not perform actions, knowingly aimed at causing harm to society;

4.3.4. Do not perform actions (inaction), which make it difficult or make it impossible to achieve the goals for which society has been created.

4.4. The participant of the Company also includes other duties stipulated by the Federal Law and the Company's Charter.

5. The transition of the share of the Company's participant in the authorized capital of the Company. Exit Member of the Company from Society

5.1. The participant of the Company is entitled to sell or implement an alienation in otherwise its share or part of the share in the authorized capital of the Society to third parties.

5.2. Shares in the authorized capital of the Company are moving towards the heirs of citizens and to legal entrepreneurs of legal entities who were members of the Company

5.3. The transition of the share of a member of the Company to another person entails the cessation of his participation in society.

5.4. The exit of the sole member of society is not allowed.

6. Supreme Company

6.1. The highest authority of the limited liability company is the general meeting of the participants of the Company. Due to the fact that a member of the Company is one person, it assumes the functions of the general meeting of participants.

6.2. The competence of the sole member of the Company belongs:

1) identify the priority areas of the Company's activities;

2) making a decision on the participation of the Company in associations and other associations of commercial organizations;

3) approval and change of the Company's charter, including a change in the size of the Company's authorized capital;

4) the formation of the executive bodies of the Company and the early termination of their powers, as well as the decision on the transfer of the powers of the sole executive body of the Society to the Governing, the approval of such a manager and the terms of the contract with it;

5) election and early termination of powers [ audit Commission / Auditor] Society;

6) approval of annual reports and annual balance sheets;

7) the distribution of profit and loss of society;

8) approval (adoption) of documents regulating the internal activities of the Company (internal documents of the Company);

9) the decision on the placement by the Company of Bonds and other issuing securities;

10) assigning audit audit, approval of the auditor and establishing the amount of payment for its services;

11) making a decision on the reorganization or liquidation of society;

12) the appointment of the liquidation commission (liquidator) and the approval of liquidation balances;

13) the creation of branches and the opening of the representative offices of the Company;

14) approval of transactions in which there is an interest;

15) approval of large transactions;

16) the solution of other issues stipulated by the Federal Law or the Company's Charter.

7. The sole executive body of the Company

7.1. The sole executive body of the Company is, which is appointed by the only member of the Company.

7.2. The term of powers of the sole executive body [ enter the right one].

7.3. [General Director, President, etc.] Societies:

1) without a power of attorney acts on behalf of the Company, represents his interests and makes transactions;

2) issues a power of attorney for the right of representation on behalf of the Company, including power of attorney with the right of handover;

3) publishes orders for the appointment of employees of society, about their translation and dismissal, applies promotion measures and imposes disciplinary recovery;

4) ensures compliance of information about the participants of the Company and the shares belonging to them or parts of the Company in the authorized capital of the Company, the shares or parts of the shares belonging to the Company, the information contained in the Unified State Register of Legal Entities, and notarized transactions for the transition of shares in the authorized capital Societies that became known to society;

5) carries out other powers, not attributed by the Federal Law and the Charter of the Company to the competence of the General Assembly of the Company's participants.

7.4. The Company has the right to convey under the contract to implement the powers of its sole executive body manager.

8. Distribution of the Company's profits

8.1. Net profit of the Company is paid by the participant [ quarterly, every six months, once a year]

8.2. The term and procedure for payment of part of the distributed profits of the Company are determined by the solution of the sole member of the Company.

8.3. The Company is not entitled to decide on the payment of profits by the Company's participant:

- until full payment of the entire authorized capital of the Company;

- before the real value of the share or part of the share of the Company's participant in the cases provided for by the Company's Charter and Federal Law;

- if at the time of the adoption of such a decision, the Company meets signs of insolvency (bankruptcy) in accordance with the Federal Law on Insolvency (Bankruptcy) or if the specified signs appear in the Company as a result of the adoption of such a decision;

- if at the time of the adoption of such a decision the value of the Company's net assets is less than its authorized capital and the reserve fund or will be less than their size as a result of the adoption of such a decision;

8.4. The Company is not entitled to pay profit to the Company's participant, the decision to pay which is made:

- if at the time of payment society meets signs of insolvency (bankruptcy) in accordance with the Federal Law on Insolvency (Bankruptcy) or if the specified signs appear in the Company as a result of payment;

- if at the time of payment the cost of net assets of society is less than its authorized capital and reserve fund or will be less than their size as a result of payment;

- In other cases provided for by federal laws.

Upon termination of the circumstances specified in this paragraph, the Company is obliged to pay profit to the Company's participants, the decision on the distribution of which is accepted among the participants of the Company.

9. Funds and net assets of society

9.1. Society creates a reserve fund in the amount of [ enter the right one].

9.2. [specify other funds created by society and their size].

9.3. The cost of net assets of society is determined according to the accounting data in the manner established by the Federal Government of the Russian Federation by the federal executive authority.

The Company is obliged to provide any interested party access to information on the value of its net assets in the manner established by this Charter to familiarize the Company's participants with the Company's documents.

9.4. The Company's annual report must contain a section on the state of net assets of the Company, which indicates:

1) indicators characterizing the dynamics of changes in the value of net assets and the authorized capital of the Company for the last three completed financial year, including the reporting year, or if society has been less than three years, for each completed fiscal year;

2) the results of the analysis of the reasons and factors that, according to the sole executive body of the Company, led to the fact that the cost of net assets of the Company was less than its authorized capital;

3) A list of measures to bring the value of the Company's net assets in accordance with the size of its authorized capital.

9.5. If, at the end of the second or each subsequent fiscal year, the cost of net assets of the Company will be less than its authorized capital, society is in order and within the period provided for by the Federal Law, it is obliged to increase the cost of net assets to the amount of share capital or register a decrease in share capital in the prescribed manner. If the cost of net assets of society becomes less than the law of the minimum amount of share capital, society is subject to liquidation.

10. Storage of documents of the Company and the provision of information by society

10.1. Society is obliged to store the following documents:

- decision on the establishment of the Company;

- other solutions related to the creation of society;

- the Charter of the Company, as well as submitted to the Charter of the Company and registered in the established procedure change;

- a document confirming the state registration of society;

- documents confirming the rights of society on the property located on its balance sheet;

- internal documents of the Company;

- provisions on branches and representative offices of the Company;

- documents related to the emission of bonds and other issuing securities of the Company;

- lists of affiliated persons of society;

- conclusions of the Audit Commission (Auditor) of the Company, Auditor, State and Municipal Bodies of Financial Control;

- solutions of the sole member of the Company;

- other documents stipulated by federal laws and other legal acts of the Russian Federation, the Company's charter, internal documents of the Company, solutions of the sole member of the Company and the executive bodies of the Company.

10.2. Society keeps the specified documents at the location of its sole executive body.

10.3. Society is obliged to provide participants with access to the judicial acts in a dispute related to the creation of a society, the management of them or participate in it, including the definitions of the initiation of the arbitration court of production in the case and the adoption of the claim or statement, about changing the basis or subject matter Previously stated claim.

10.4. The Company at the request of the Company's participant is obliged to provide him with access to the specified documents. Within three days from the date of the presentation of the appropriate requirement by the Company's participation, these documents should be provided by the Company to familiarize themselves in the premises of the executive body of the Company. The Company at the request of the Company's participant is obliged to provide him with copies of the specified documents. The fee charged by the Company for providing such copies cannot exceed the cost of their manufacture.

11. Branches and representative offices of the Company

11.1. Society can create branches and discover offices.

11.2. The branch of society is its separate division located outside the location of society and carrying out all its functions or their part, including the functions of the representative office.

11.3. The representative office of the Company is its separate unit located outside the location of the Company, representing the interests of society and carrying out their protection.

11.4. The branch and representation of the Company are not legal entities and operate on the basis of the provisions approved by the Company. The company gives the created branches and representative offices of property.

11.5. The heads of branches and representative offices of the Company are appointed by society and operate on the basis of his power of attorney.

11.6. Branches and representative offices of the Company operate their activities on behalf of their established society. The Company is responsible for the activities of the branch and representative offices of the Company.

11.7. Society created branches: [ specify the full address of the branch].

11.8. Society created representative offices: [ specify the full address of the representative office].

12. Reorganization and liquidation of society

12.1. Society can be reorganized or eliminated voluntarily by decision of its sole participant.

Other foundations of the reorganization and liquidation of society, as well as the procedure for its reorganization and liquidation are determined by the Civil Code of the Russian Federation and federal law.

12.2. The Company has the right to transform into a joint-stock company, economic partnership or production cooperative.

For automatic and free formation Charter Ltd., applications for registration of LLC, receipts for payment of state dutyRecommended service Registration Ltd. Free from our partners.

Approved

by the decision of the General Meeting of the founders

Romashka LLC

Tired

Limited Liability Company "Chamomist"

moscow city

2019

1. General Provisions

1.1. Romashka's limited liability company, referred to in the future "Society", was created and operating in accordance with the Civil Code of the Russian Federation, by the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Societies" and this Charter, hereinafter referred to as - "Charter".

1.2. Name of society.

1.2.1. Complete proprietary name:

Limited Liability Company "Romashka"

1.2.2. Abbreviated company name:

Romashka LLC

1.3. The location of society is determined by the place of its state registration in the territory of the Russian Federation at the location of its permanent executive body:

RF, Moscow.

2. Legal status of society

2.1. Society is a commercial corporate non-public legal entity.

2.2. The Company is considered to be created, and the data on a legal entity is considered to be included in the unified state register of legal entities from the date of making an appropriate entry into this registry. Society is created without limitation.

2.3. The Company has the right to open bank accounts in the territory of the Russian Federation and abroad.

2.4. The society has a round seal containing its full brand name in Russian and indicating the location of society. The Company has the right to have stamps and blanks with their brand name, their own emblem, as well as a registered trademark and other means of individualization.

2.5. The society has separate property and is responsible for its own property obligations, it may acquire and carry out property and personal non-property rights, to bear the obligations to be the plaintiff and the defendant in court.

2.6. The Company may have civil rights and carry civil duties necessary for the implementation of any activities that are not prohibited by federal laws, if this does not contradict the subject and goals of activity, a specific charter of society.

2.7. Separate activities, the list of which is determined by federal laws, society can only be engaged in the basis of a special permit (license), admission to work and other).

2.8. The Company is conducting accounting, statistical accounting and reporting in the manner prescribed by the current legislation and is responsible for their accuracy.

2.9. The participants of the Company are not responsible for the obligations of the Company and carry the risk of losses associated with the activities of the Company, within the value of the share owned by him, and society is not responsible for the obligations of the Company's participants, with the exception of cases provided for by the current legislation.

2.10. The participants of the Company who did not fully pay for the shares carry joint responsibility for the obligations of society within the value of the unpaid part of the share of each of the participants.

3. Branches and representative offices of the Company

3.1. The Company can create branches and discover representations to address the general meeting of the Company's participants adopted by a majority of at least 2/3 (two-thirds) votes from the total number of votes of the Company's participants.

3.2. The branches and representative offices of the Company are not legal entities and are valid on the basis of the provisions approved by the Company. The society gives branches and representative offices by property.

3.3. The heads of branches and representative offices of the Company are appointed by society and operate on the basis of his power of attorney.

3.4. Branches and representative offices carry out their activities on behalf of the Company. The Company is responsible for the activities of the branch and representative offices of the Company.

3.5. Information about representative offices and branches should be specified in the Unified State Register of Legal Entities.

4. Subsidiaries

4.1. Society may have subsidiaries and dependent business companies with the rights of a legal entity created in the territory of the Russian Federation in accordance with federal laws, and outside the territory of the Russian Federation also in accordance with the legislation of the foreign state, in the territory of which a subsidiary of the economic company was created, unless otherwise provided international treaties of the Russian Federation.

4.2. A subsidiary is not responsible for the debts of society. The main economic partnership or society responds jointly with a subsidiary of transactions concluded by the latest instructions or with the consent of the main economic partnership or society. In case of insolvency (bankruptcy) of a subsidiary in the fault of society, the latter is subsidiary responsibility for its debts.

4.3. Participants (shareholders) of a subsidiary community are entitled to demand compensation by the Company of losses caused by his actions or inaction to a daughter economic society.

5. Objective and activities of the Company

5.1. The Company is created for commercial activities in order to extract profits as the main goal of its activities.

5.2. For the implementation of the goals of the goals, the Company carries out any activities that are not prohibited by the current legislation of the Russian Federation, including, but not limited to:

Disassembly and demolition of buildings; Earthwork production

Disassembly and demolition of buildings, clearing construction sites

Earthwork production

Preparation of a plot for mining

Exploration drilling

Production of general construction work

Production of general construction works on building buildings

Production of general construction work on the construction of bridges, overhead roads, tunnels and underground roads

Production of general construction work on laying main pipelines, communication lines and power lines

Production of general construction work on laying local pipelines, communication lines and power lines, including interconnected auxiliary work

Production of general construction work on the construction of power plants and structures for the mining and manufacturing industry

Production of general construction work on the construction of hydroelectric power plants

Production of general construction work on the construction of nuclear power plants

Production of general construction work on the construction of thermal and other power plants

Production of general construction works for the construction of structures for the mining and manufacturing industry

Production of general construction work on the construction of other buildings and structures not included in other groups

Installation of buildings and structures from prefabricated structures

Device of coatings of buildings and structures

Construction of roads, airfields and sports facilities

Production of general construction work on the construction of roads, railways and take-off - landing strips of airfields

Construction of sports facilities

Construction of water facilities

Construction of port facilities

Construction of hydraulic structures

Production of dredging and bererecting works

Production of underwater works, including diving

Manufacture of other construction works

Installation of scaffolding and scaffolding

Construction of foundations and water well drilling

Production of concrete and reinforced concrete works

Installation of metal building structures

Production of stone work

Manufacture of other construction work requiring special qualifications

Manufacture of electrical work

Production of insulation work

Sanitary and technical work

Installation of other engineering equipment

Manufacture of plastering

Manufacture of carpentry and carpentry

Floor coating and wall cladding

Painting and glass production

Glass work production

Production of painting work

Manufacture of other finishing and final work

Rent of construction machinery and equipment with the operator

6. The authorized capital of the Company

6.1. The authorized capital of the Company is drawn up from the nominal value of its participants.

The size of the authorized capital of the Company is 10,000 (ten thousand) rubles 00 kopecks and determines the minimum amount of its property that guarantees the interests of its creditors.

The ratio of participants can be changed.

The shares belonging to society are not taken into account when determining the results of the voting at the general meeting of the participants of the Company, as well as during the distribution of the profit and property of the Company in the event of its liquidation.

6.2. Each founder of society must pay fully in its share in the authorized capital of the Company during the period, which is determined by the Company's institution agreement, but in any case, no more than 4 (four) months from the date of state registration of the Company.

At the same time, the share of each founder of society can be paid at a price not lower than its nominal value. It is not allowed to release the founder of society from the obligation to pay a share in the authorized capital of the Company.

When paying the authorized capital of the economic society, cash should be made in the amount not lower than the minimum amount of share capital.

The monetary assessment of the non-monetary contribution to the authorized capital of the economic company should be carried out by an independent appraiser. The participants of the economic company are not entitled to determine the monetary assessment of the non-monetary contribution in the amount exceeding the amount of the assessment defined by an independent appraiser.

6.3. The contribution of the participant in the property of society can be cash, things, shares (shares) in the statutory (share) capital of other economic partnerships and societies, state and municipal bonds. Such a contribution may also be subject to cash assessment exceptional, other intellectual rights and rights under license agreements, and other contributions established by law.

7. Increase in the authorized capital of the Company

7.1. The increase in the authorized capital of the Company is allowed only after its full payment.

7.2. The increase in the authorized capital of the Company can be carried out at the expense of the property of society, due to the additional contributions of the Company's participants, as well as through the contributions of third parties accepted into society.

7.3. An increase in the authorized capital of the Company at the expense of the Company's property:

7.3.1. The increase in the authorized capital of the Company at the expense of its property is carried out by decision of the General Meeting of the Company's participants adopted unanimously. At the same time, the decision to increase the authorized capital of the Company at the expense of the Company's property can be accepted only on the basis of the Company's accounting reporting data for the year preceding the year during which such a decision is made.

7.4. Increase in the authorized capital of the Company due to the additional contributions of all participants in the Company:

7.4.1. The decision to increase the authorized capital of the Company by making additional contributions of all participants in the Company is made by the General Meeting of the Company's participants unanimously.

7.5. Increase in the authorized capital of the Company due to the additional contributions of its participant and (or) deposits of third parties adopted in society:

7.5.1. The authorized capital of the Company may be increased due to additional contributions on the basis of the application of the participant (applications for participants) of the Company and (or) the contributions of third parties accepted into society. This decision is made by the participants of the Company unanimously.

7.5.2. The statement of the Company's member and in a statement of a third party should indicate the size and composition of the contribution, order and period of its introduction, as well as the size of the share that the Company participant or third party would like to have in the authorized capital of the Company.

7.6. Making additional contributions to the participants of the Company and contributions by third parties should be made no later than 6 (six) months from the date of adoption by the General Assembly of the Company's participants of the relevant decisions.

7.7. By decision of the General Assembly of the Company's participants, adopted by all participants in the Company, unanimously, the participants of the Company at the expense of additional deposits and (or) third parties to contribute to the deposits of the contributors to society.

8. Reducing the authorized capital of the Company

8.1. The Company has the right, and in cases stipulated by the current legislation, is obliged to reduce its authorized capital.

8.2. If, at the end of the second or each subsequent fiscal year, the cost of net assets of the Company will be less than its authorized capital, society is in the manner and within the period provided for by law on limited liability societies, is obliged to increase the cost of net assets to the amount of share capital or register a decrease in the prescribed manner authorized capital. If the cost of the specified assets of the Company becomes less than the law of the minimum amount of share capital, society is subject to liquidation.

8.3. Reducing the authorized capital of a limited liability company is allowed after notifying all its creditors. In this case, the latter are entitled to demand early termination or execution of relevant obligations of the Company and reimbursement of damages.

8.4. Within 3 (three) working days after the Company's adoption of a decision to reduce its authorized capital, the Company is obliged to inform about such a decision to the authority that carries out the state registration of legal entities, and twice with a periodicity once a month publish in the Print authority, which publishes data on State registration of legal entities, notice of reducing its authorized capital.

9. Property of society. Profit distribution

9.1. The property of society is formed by 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 the formation of the Company's property are:

Authorized capital of society;

Revenues received by society as a result of economic activities;

Loans of banks and other creditors;

Deposits of participants;

Other sources not prohibited by the legislation of the Russian Federation.

9.2. The property transferred by the Company's participant to the use of a society to pay for its share, in the event of a visit or exclusion of such a participant from the Company, remains in the use of the Company during the period on which this property was transferred, unless otherwise provided by the Company's institution agreement.

9.3. The Company can create a reserve fund and other funds in the manner and in size that must be established by the Charter.

9.4. The Company can combine a part of its property with the property of other legal entities for the joint production of goods, the performance of work and the provision of services, as well as for other purposes not prohibited by law.

9.5. The Company has the right quarterly, once every six months, once in nine months, or once a year to decide on the distribution of its net profit between the participants of the Company. The decision to determine the part of the Company's profits allocated between the participants of the Company is made by the General Meeting of the Company's participants.

Part of the Company's profits, intended for the distribution between its participants, is distributed in proportion to their shares in the authorized capital of the Company.

9.6. The Company is not entitled to decide on the distribution of its profits between the participants of the Company:

Until full payment of the entire authorized capital of the Company;

Before the actual value of the share or part of the share of the participant in the Company in cases provided for by the current legislation of the Russian Federation;

If, at the time of the adoption of such a decision, the Company meets signs of insolvency (bankruptcy) in accordance with the Federal Law on Insolvency (Bankruptcy) or if the specified signs appear in the Company as a result of such a decision;

If at the time of the adoption of such a decision, the cost of net assets of the Company is less than its authorized capital and reserve fund (if the reserve fund is formed) or there will be less than their size as a result of such a decision;

In other cases provided for by federal laws.

9.7. The Company is not entitled to pay profit to the Company's participants, the decision on the distribution of which is accepted among the participants of the Company:

If, at the time of payment, the Company meets signs of insolvency (bankruptcy) in accordance with the Federal Law on Insolvency (Bankruptcy) or if the specified signs appear in the Company as a result of payment;

If at the time of payment the cost of net assets of the company is less than its authorized capital and reserve fund (if the reserve fund is formed) or there will be less than their size as a result of payment;

In other cases stipulated by the current legislation of the Russian Federation.

10. Participants in the Company

10.1. The number of participants in the Company should not be more than fifty. Otherwise, it is subject to transformation into a joint-stock company during the year, and after this period - elimination in court, if the number of its participants does not decrease to the specified limit.

10.2. Any agreements of the Company's participants aimed at limiting the rights of any other participant compared with the rights provided by the current legislation of the Russian Federation are insignificant.

10.3. Founders (participants) of the Company or some of them are entitled to conclude an agreement on the implementation of their corporate rights (corporate contract), in accordance with which they undertake to carry out these rights to a certain way or refrain (refuse) from their implementation, including to vote in a certain way At the general meeting of the participants of the Company, agreed to carry out other actions to managing society, acquire or align the share in its authorized capital at a certain price or when certain circumstances occur or refrain from the alienation of the shares before certain circumstances.

11. Rights of the Company's participants

The participants of the Company are entitled:

11.1. Participate in the management of the Company's affairs, including by participating in the general meetings of the participants, in person or through their representative.

11.2. Receive information about the activities of the Company and get acquainted with its accounting books and other documentation.

11.3. Take part in the distribution of profits.

11.4. Election and be elected to the authorities and control bodies of society.

11.5. Get acquainted with the protocols of the General Meeting and make extracts from them.

11.6. In the event of the liquidation of society, part of the property remaining after the calculations with creditors, or its value.

11.7. Appeal to the relevant authorities of the Company (inaction) of the Company's officials.

11.8. Submit on the agenda, assigned to the competence of the general meeting of participants.

11.9. To get out of society by alienating the share of society, regardless of the consent of its other participants or society with the real value of his share or issuing the property of the same value with the consent of this member of the Company.

11.10. Require, acting on behalf of the Company, compensation for damages caused by society.

11.11. Calculate, acting on behalf of the Company, who committed by their transactions on the grounds provided for in Article 174 of the Civil Code of the Russian Federation, and require the use of the consequences of their invalidity, as well as the use of the consequences of the invalidity of insignificant transactions of society.

11.12. Require the exclusion of another participant from the Company in court with the real value of his share of participation, if such a participant with his actions (inaction) caused significant harm to society or otherwise makes it difficult to achieve its activities and achieve the goals for which it was created, including rudely Violating your duties stipulated by law or this charter.

11.13. The participant of the Company, requiring compensation for the damages caused by the Company or the recognition of the transaction of the Society of invalid or applying the consequences of the invalidity of the transaction, should take reasonable measures to notice other participants in the Company and, as appropriate, the intention of the intention to apply to such requirements, and provide them with other information, Relevant to the case, through society.

11.14. To use additional rights that may be provided for by the Company's Charter under its establishment or provided by the participant (participants) of the Company to address the General Meeting of the Company's participants.

11.15. Additional rights granted to a certain member of the Company, in the case of alienation of its share or part of the share to the acquirer of the share or part of the share, do not pass.

11.16. The provision, termination or limitation of additional rights granted to all participants of the Company is carried out by the decision of the General Meeting of the Company's participants adopted by all participants in the Company unanimously. Provision, termination or limitation of additional rights provided by a certain member of the Company is carried out by the decision of the General Meeting of the Company's participants adopted by a majority of at least two thirds of the votes from the total number of participants in the Company, provided that the participant in the Company belonging to such additional rights, voted for The adoption of such a decision or gave written consent.

12. Responsibilities of the Company's participants

The participants of the Company are required:

12.1. Participate in the formation of property of society, including paying the shares in the authorized capital of the Company, in the necessary amount in the manner, in the manner and within the deadlines, which are provided for by the current legislation of the Russian Federation, this charter, the contract of establishing the Company and (or) by the decision of the general meeting of the participants.

12.2. Comply with the requirements of the Charter, the terms of the Company's institution of the Company, to comply with the decisions of the Company's management bodies adopted within their competence.

12.3. Do not disclose information about the activities of the Company in respect of which the requirement to ensure its confidentiality is established.

12.4. Immediately report to the Director-General about the impossibility of paying the stated share in the authorized capital.

12.5. Perform commitments to society and other participants.

12.6. Support the Company in implementing their activities.

12.7. To participate in decision-making, without which society cannot continue its activities in accordance with the law, if its participation is necessary for making such decisions.

12.8. Do not perform actions, obviously aimed at causing the harm to society.

12.9. Do not perform actions (inaction), which make it difficult or make it impossible to achieve the goals for which society has been created.

12.10. Inform a prompt society about changing information about your behalf or name, place of residence or location, as well as information about the shareholders belonging to him in the authorized capital of the Company. In case of failure to provide a member of the Company's information about changing information about itself, society is not responsible for the damages caused in connection with this.

12.11. To fulfill other assigned additional responsibilities on all participants in the Company by decision of the General Meeting of the Company's participants adopted unanimously. Also perform other additional responsibilities assigned to a certain participant to address the general meeting of the Company's participants adopted by a majority of at least two thirds of the votes from the total number of votes of the Company's participants, provided that the participant of the Company on which such duties is imposed, voted for the adoption of such a decision or Gave written consent. Additional duties assigned to a certain member of the Company, in the case of alienation of its share or part of the share to the acquirer of the share or part of the share, do not pass.

13. Maintaining a list of participants in the Company

13.1. The Company leads a list of participants in the Company, with an indication of information about each member of the Company, the basis of ownership, the amount of its share in the authorized capital of the Company and its payment, as well as the amount of shares owned by society, the dates of their transition to society or the acquisition by society.

The Company is obliged to ensure the maintenance and storage of the list of participants in the Company since the state registration of the Company.

13.2. The person who performs the functions of the sole executive body of the Company ensures the compliance of information about the participants in the Company and the shares belonging to them or parts in the authorized capital of the Company, the shares or parts of the shares owned by society, the information contained in the Unified State Register of Legal Entities, and notarized Transactions on the transition of shares in the authorized capital of the Company, which became known to society.

13.3. Each member of the Company is obliged to inform the Society in a timely manner for changing information about his name or name, place of residence or location, as well as information about the shareholders belonging to him in the authorized capital of the Company. In case of failure to submit a member of the Company's information about changing information about himself, the Company is not responsible for the damages caused in connection with this.

14. Exit Member from Society. Society Exception

14.1. The participant of the Company is entitled to get out of society, regardless of the consent of the other participants or society by:

14.1.1. submission of an application for exit of society;

14.1.2. The requirements for the acquisition of them in cases provided for in paragraphs 3 and 6 of Art. 93 Civil Code of the Russian Federation and Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Societies".

14.2. When coming from society, the participant submits the corresponding written statement to the General Director of the Company.

14.3. The share or part of the share of a member of the Company proceeds to society from the moment the Company is received by the Company of the specified statement of the Company's participant on the exit of society.

14.4. Society is obliged to pay a member of the Company who submitted a statement about the exit of society, the actual value of its share in the authorized capital of the Company, determined on the basis of the data of the Company's accounting reporting for the last reporting period, preceding the day of submission of an application for exit from society, or with the consent of this member of the Company In nature, the property of the same value either in the case of an incomplete payment of their share in the authorized capital of the Company - the actual value of the paid part of the share within 3 (three) months from the date of the emergence of the relevant duty.

14.5. The exit of the Company's participants from the Company, as a result of which no participant remains in society, as well as the yield of the Society of Society is not allowed from society.

14.6. The approach of the participant of the Company from the Company does not frees it from the obligation to the Company to make a contribution to the property of the Company, which arose before submitting an application for coming out of society.

14.7. The participant of the Company is entitled to demand excluding another participant from the Company in court with the payment of the actual value of his share of participation, if such a participant has caused significantly harm to society or otherwise it makes it difficult to achieve its activities and achieve the goals for which it was created in including rudely violating their duties stipulated by law or constituent documents of the Company.

14.8. The share of the participant in the Company, excluded from society, is moving towards society.

14.9. The Company is obliged to pay an excluded member of the Company the actual value of its 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 decision of the court on exclusion, or with the consent of the excluded member of the Company to give him property of the same value in nature.

15. Transition of a share or part of a share, a pledge of a share in the authorized capital, acquiring a share in the share capital

15.1. The transfer of a share or part of the share in the authorized capital of the Company to one or several participants of the Company or to third parties is carried out on the basis of a transaction, in order of succession or other legitimate basis in accordance with this Charter and the current legislation.

15.2. The participant of the Company is entitled to sell or implement an alienation in otherwise its share or part of the share in the authorized capital of the Company to one or several participants in the Company. The consent of other participants in the Company or society is not required to commit such a transaction.

15.3. The Company's participants enjoy the advantage of buying a share or part of the share of the Company's participant at the price of a third party in proportion to the size of their share.

15.4. The society has the preferential right to buy a share or part of the share owned by the Company's participant, at the price of a third party, if other participants in the Company did not use their preferential right.

15.5. Participants in the Company can be offered the possibility of acquiring a share or part of the share of disproportionately sizes.

15.6. When selling a share or part of a share with a violation of the preemptive right of purchase, any participant or participants in the Company or a society has the right to be held within 3 (three) months from the moment when the participant or participants in the Company or society learned, or should have learn about such a violation, demand in court Transfer to them rights and obligations of the buyer.

15.7. The assignment of the specified advantage of the purchase of a share or part of the share in the authorized capital of the Company is not allowed.

15.8. The share of the participant in the Company can be alienated to its full payment only in the part in which it is paid.

15.9. The participant of the Company, intended to sell his share or part of the share of the third party, is obliged to inform the other members of society in writing and the society itself by sending through society at its own expense of the offer addressed to these persons and contains the specification of prices and other terms of sale. The offer to sell the share or part of the share is considered to be obtained by all participants in the Company at the time of its receipt by society. The offer is considered intolerable if on the term no later than its date of its receipt by the Company of the Company received a notice of her recall.

The offer review of the sale of a share or part of the share after its receipt by society is allowed only with the consent of all participants in the Company.

15.10. Participants in the Company are entitled to take advantage of the advantage of buying a share or part of the share within 30 (thirty) days from the date of receipt of the offer of the offer by society.

15.11. In the refusal of individual participants in the Company from the use of the preemptive right to buy a share or part of the share in the authorized capital of the Company or the use of the preferential right to purchase not the entire proposed share of the share or not offered for sale, other participants in society can sell the preferential right to buy a share or part of the share In the authorized capital of the Company in the relevant part in proportion to the size of their fractions.

15.12. In the event that during the deadlines established by this Charter, the participants of the Company or the Company will not take advantage of the advantage of the purchase of a share or part of the share offered for sale, including those who have formed as a result of the use of the preferential right to buy not the entire share or not the whole part of the share of individual participants Society and societies from the preemptive right to buy a share or part of the share, the remaining fraction or part of the share can be sold to a third party at a price that is not lower than those established in the offer for society and its participants price, and on the conditions that have been reported to society and its participants.

15.13. The preferential right to buy a share or part of the share in the authorized capital of the Company from the participant and society stopped on the day:

Submissions compiled in the written form of an application for refusal to use this preemptive right in the manner prescribed by this clause;

The expiration of the use of this preferential right.

15.14. Shares in the authorized capital of the Company are moving towards the heirs of citizens and to legal entrepreneurs of legal entities who were members of the Company with the consent of all participants.

15.15. To the acquirer of the share or part of the share in the authorized capital of the Company, all rights and obligations of a participant in the Company, which arose before the transaction aimed at the alienation of the specified share or part of the share in the authorized capital of the Company, or before the reason for the basis of its transition, with the exception of additional rights and obligations If they are provided by the participant.

15.16. The participant of the Company, who carried out the alienation of his share or part of the share in the authorized capital of the Company, brings the obligation to the Company to make a contribution to the property that arose before the transaction aimed at the alienation of the specified share or part of the share in the authorized capital of the Company jointly with its acquirer.

15.17. The participant of the Company has the right to transfer the share or part of the share of the Company to him or part of the Company to him or with the consent of the general meeting of the participants of the Company to a third party.

15.18. The decision of the General Assembly of the Company's participants about the country of consent to the pledge of a share or part of the share is made by a majority of at least 2/3 of the participants' votes. The voice of the Company's member who intends to transfer its share or part of the share to the pledge of its share, when determining the results of the voting is not taken into account.

15.19. The contract of collateral of the share or part of the share in the authorized capital of the Company is subject to a notarial certificate. Failure to comply with the notarial form of this transaction entails its invalidity.

15.20. In cases provided for by para. The first and second paragraph 2 of Art. 23 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Societies", within 3 (three) months from the date of the emergence of the relevant duty, the Company is obliged to pay the Company's actual value of its share in the authorized capital of the Company defined on the basis of accounting data Company's reports for the last reporting period, preceding the visit of the Company's appeal with the relevant requirement, or with the consent of the Company's participant to give him the property of the same cost.

15.21. Share or part of the share goes to society from the date:

Obtaining the Society Requirements of the Company's participant on its acquisition;

Obtaining the Company's statement by the Company's participant on the exit of society;

The expiration of payment of the share in the authorized capital of the Company or the provision of compensation provided for in paragraph 3 of Art. 15 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Societies";

The entry into force of the court decision to exclude a participant in the Company from society or a court decision on the transfer of a share or part of the share of society in accordance with paragraph 18 of Art. 21 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Societies";

Obtaining from any participant in the Company's refusal to consent to the transition of a share or part of the share in the authorized capital of the Company to the heirs of citizens or legal entrepreneurs of legal entities who were members of society, or to transfer such shares or part of the share of the founders (participants) of the liquidated legal entity - participant in the Company, property owner of the liquidated institution, a state or municipal unitary enterprise - a member of the Company or a person who has acquired a share or part of the share in the authorized capital of the Company in public auctions;

Payment by society of the actual value of the share or part of the share belonging to the participant of the Company, at the request of its creditors;

Other, defined by the current legislation of the Russian Federation.

15.22. Society is obliged to pay the company's actual value of the share or part of the share in the authorized capital of the Company or to issue property of the same cost in nature during the 3rd (three) months from the date of transition to the share of the share or part of the share.

15.23. Shares belonging to society are not taken into account when determining the voting results at the general meeting of the participants of the Company, in the distribution of the Company's profits, as well as the Property of the Company in the case of its liquidation.

15.24. Within one year from the day of the transition of the share or part of the share in the authorized capital of the Company to society, they should be distributed among all participants in the Company in proportion to their shares in the authorized capital of the Company or proposed to acquire anyone and (or ) Third parties in accordance with Art. 24 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Societies".

15.25. In the event of an appeal to the share or part of the Company's participant in the authorized capital of the Company's debts, the Company has the right to pay creditors to the actual value of the share or part of the share of the participant in the Company.

15.26. By decision of the General Assembly of the Company's participants, adopted by all participants of the Company unanimously, the actual value of the share or part of the share of the participant of the Company, whose property is drawn, can be paid to lenders to the rest of the Company in proportion to their shares in the authorized capital of the Company.

16. Management of society. General meeting of participants

16.1. The highest management body is the general meeting of the participants in the Company, referred to as the "general meeting of participants". The competence of the General Meeting of the Company's participants includes:

16.1.1. Determination of the main activities of the Company, as well as the decision to participate in associations and other associations of commercial organizations;

16.1.2. a change in the company's charter, including a change in the size of the Company's share capital;

16.1.3. Education of the executive bodies of the Company and the early termination of their powers, as well as the decision to transfer the powers of the sole executive body of the Society to the Governor, the approval of such a manager and the terms of the contract with it; Determination of the conditions and member of the Company, signing on behalf of the Company, a treaty with a sole executive body;

16.1.4. making a decision on the approval of a major transaction;

16.1.5. making a decision on approval of a transaction in which there is an interest;

16.1.6. approval of annual reports and annual balance sheets;

16.1.7. making a decision on the distribution of the Company's net profit between the participants of the Company;

16.1.8. approval (adoption) of documents regulating the internal activities of the Company (internal documents of the Company);

16.1.9. making a decision on the placement by the Company of bonds and other issuing securities;

16.1.10. Assigning an audit, approval of the auditor and determining the amount of payment for its services;

16.1.11. making a decision on the reorganization or liquidation of society;

16.1.12. appointment of liquidation commission (liquidator) and approval of liquidation balances;

16.1.13. making decisions about the limitations of the maximum size of the participant's share and the relationship of participants;

16.1.14. making a decision on the establishment of branches and the opening (closing) of representative offices;

16.1.15. providing participants to additional rights and imposition on all participants in additional responsibilities, as well as termination or limitation of additional rights granted to all participants and the termination of additional duties;

16.1.16. termination or restriction of additional rights provided to a specific participant, and the imposition of additional responsibilities for a specific participant;

16.1.17. Deciding on the approval of the monetary assessment of material contributions introduced into the authorized capital;

16.1.18. the expression of the agreement on the pledge of the share (part of the share) of the participant to third parties;

16.1.19. Approval of the provisions establishing the procedure for determining the amount of contributions to the property to disproportionately with the amounts of participants, restrictions on deposits, as well as amending the Charter, regulating contributions to the Company's property;

16.1.20. Decision on the provision of monetary compensation by the Company in case of termination of the Company's right to use the property before the expiration of the term that such property was transferred to the use of society as a contribution to share capital;

16.1.21. making a decision to sell a share owned by society, to all or some participants and (or) to third parties;

16.1.22. Deciding on the payment of creditors of one of the participants, on the property, which is drawn by the recovery, the actual value of its share (part of the share) in the authorized capital by other participants in the Company in proportion to their shares;

16.1.23. solving other issues provided for by the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Societies";

16.1.24. Determining the procedure for holding the general meeting of participants in a part, not regulated by this Charter and the legislation of the Russian Federation.

16.2. Questions attributed by law to the exclusive competence of the General Assembly of the Company's participants cannot be transferred to the decision of the executive bodies of the Company.

16.3. The next general meeting of the participants of the Company, which approves the annual results of the Company's activities, is carried out no earlier than two months and no later than four months after the end of the fiscal year. The next general meeting of the Company's participants is convened by the Executive Body of the Company.

16.4. Extraordinary General Meeting of Member States:

16.4.1. The extraordinary general meeting of the Company's participants is carried out in cases determined by the Company's Charter, as well as in any other cases, if the interests of society and its participants are required.

16.4.2. An extraordinary general meeting of the Company's participants is convened by the Executive Body of the Company on its initiative, at the request of the auditor, as well as participants in the Company who are in total of at least one tenth of the total votes of the Company's participants.

16.4.3. The executive body of the Company is obliged within five days from the date of receipt of the requirements for the extraordinary general meeting of the participants in the Company to consider this requirement and decide on the holding of an extraordinary General Meeting of the Company's participants or to refuse to hold it. The decision to refuse to hold an extraordinary general meeting of participants in the Company can be adopted by the executive body of the Company only in the case of:

If not complicated by this Charter and current legislation, the procedure for presenting the requirements for the extraordinary general meeting of the Company's participants;

If none of the issues proposed for inclusion in the agenda of the extraordinary general meeting of the Company's participants does not apply to its competence or does not comply with the requirements of federal laws. If one or more questions proposed for inclusion on the agenda of an extraordinary general meeting of the participants in the Company do not relate to the competence of the General Meeting of the Company's participants or do not comply with the requirements of federal laws, these issues are not included in the agenda. The executive body of the Company is not entitled to make changes to the formulation of issues proposed for inclusion in the agenda of an extraordinary general meeting of the Company's participants, as well as to change the proposed form of an extraordinary general meeting of the Company's participants.

If one or more questions proposed to include on the agenda of an extraordinary general meeting of the Company's participants, do not relate to the competence of the General Meeting of the Company's participants or do not comply with the requirements of federal laws, these issues are not included in the agenda.

The executive body of the Company is not entitled to make changes to the formulation of issues proposed for inclusion in the agenda of an extraordinary general meeting of the Company's participants, as well as to change the proposed form of an extraordinary general meeting of the Company's participants.

Along with questions proposed for inclusion in the agenda of an extraordinary general meeting of the Company's participants, the executive body of the Company on its own initiative is entitled to include additional questions.

16.4.4. In the event of a decision to hold an extraordinary General Meeting of the Company's participants, the specified general meeting must be held no later than forty-five days from the date of receipt of the requirement for its implementation.

16.4.5. In case, during the period established by this Charter, it is not decided to hold an extraordinary general meeting of the Company's participants or a decision was made to refuse to conduct it, an extraordinary general meeting of the Company's participants may be convened by bodies or persons requiring it.

In this case, the executive body of the Company is obliged to provide the specified authorities or persons a list of participants in the Company with their addresses.

The cost of training, convening and holding such a general meeting can be reimbursed by the decision of the general meeting of the Company's participants at the expense of the Company.

16.5. The order of convening the general meeting of the participants of the Company:

16.5.1. The body or persons conveneing the general meeting of the Company's participants are obliged no later than thirty days before notifying each participant of the Company by registered mail to the address specified in the list of participants in the Company.

16.5.2. The notification must contain the time and venue of the general meeting of the Company's participants, as well as the proposed agenda.

Any participant in the Company is entitled to make proposals on the inclusion of additional issues on the agenda of the General Assembly of the Company no later than fifteen days before it. Additional questions, with the exception of issues that do not relate to the competence of the General Meeting of the Company's participants or do not comply with the requirements of this Charter and federal laws, are included in the agenda of the General Meeting of the Company's participants.

The body or persons conveneing the general meeting of the participants of the Company is not entitled to make changes to the formulation of additional issues proposed for inclusion in the agenda of the General Meeting of the Company's participants.

In the event that, on the proposal of the Company's participants, changes, a body or persons who convene the general meeting of the Company's participants are obliged to be made at the initial agenda, which convene the general meeting of the Company's participants no later than ten days before it is notified by all the participants in the Company about the changes made to the agenda.

16.5.3. The information and materials subject to the Company participants in the preparation of the General Meeting of Participants in the Company include the Company's annual report, the conclusion of the auditor in the event of an audit of annual reports and annual balance sheets of society, information about the candidate (candidates) to the executive bodies of the Company, the draft amendments and additions, Imagined to the Charter of the Company, or the draft statute of the Company in the new edition, projects of internal documents of the Company, as well as other information (materials) provided for by this Charter.

The body or persons that convene the general meeting of the Company's participants are obliged to send information and materials to the Company participants together with the notice of the general meeting of the Company's participants, and in the event of a change in the agenda, the relevant information and materials are sent along with the notification of such a change.

These information and materials within thirty days before the general meeting of the Company's participants must be provided to all participants in the Company to familiarize themselves in the premises of the Company's executive body. Society is obliged at the request of the Company's participant to provide him with copies of the specified documents. The fee charged by the Company for the provision of data of copies cannot exceed the cost of their manufacture.

16.5.4. In case of violation of this article, the procedure for convening a general meeting of the Company's participants such a general meeting is recognized by eligible if all participants in the Company participate in it.

16.6. The procedure for holding the general meeting of the participants of the Company:

16.6.1. Before the opening of the General Assembly of the Company's participants, the coming participants of the Company are registered.

The participants of the Company are entitled to participate in the General Meeting personally or through their representatives. Representatives of the Company's participants must submit documents confirming their appropriate authority. A power of attorney issued by the representative of the participant in the Company should contain information about the representative and a representative (name or name, place of residence or location, passport data), to be issued in accordance with the requirements of paragraphs 4 and 5 of Article 185 of the Civil Code of the Russian Federation or certified notarized.

The not registered participant of the Company (representative of the Company's member) is not entitled to take part in the voting.

16.6.2. The general meeting of the participants of the Company opens into the Time or, if all participants in the Company are already registered, earlier.

16.6.3. The general meeting of the participants of the Company opens by the person performing the functions of the sole executive body of the Company. The general meeting of the Company's participants convened by the auditor or participants of the Company opens an auditor or one of the participants in the Company, convened this general meeting.

16.6.4. The person who opens the general meeting of the participants of the Company, conducts election of the presiding number of participants in the Company. When voting on the election of the presiding party, each participant of the General Meeting of the Company's participants has one vote, and the decision on the specified issue is made by a majority vote from the total number of votes of the Company's participants who have the right to vote at this General Meeting.

16.6.5. The executive body of the Company organizes the conduct of the protocol of the General Meeting of the Company's participants.

The protocols of all general meetings of the Company's participants are fed into the book of protocols, which should be provided at any time to any participant in the Company for familiarization. At the request of the Company's participants, they are issued extracts from the book of protocols, certified by the Executive Body of the Company.

No later than ten days after the implementation of the Protocol of the General Assembly of the Company's participants, the executive body of the Company or otherwise carried out the following person is obliged to send a copy of the Protocol of the General Assembly of Participants in the Company to all participants in the Company in the manner prescribed for communication on the general meeting of the Company's participants.

16.6.6. The general meeting of the Company's participants is entitled to make decisions only on the agenda items reported by the Company's participants, except if all members of the Company participate in this General Meeting.

16.6.7. Decisions on issues provided for by paragraphs. 16.1.2., 16.1.6., 16.1.7., 16.1.9., 16.1.11., 16.1.12., 16.1.13, 16.1.15., 16.1.19., 16.1.22. Charter, as well as on other issues defined by this Charter, as well as by the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Societies", are accepted by all participants in the Company unanimously.

The remaining solutions are made by a qualified majority of no less ⅔ (two-thirds) votes from the total number of votes of the Company's participants.

16.6.8. Decisions are accepted by open voting.

16.6.9. The decision of the General Assembly of the Company's participants can be taken without a meeting (joint presence of participants in the Company to discuss the issues of the agenda and decision-making on issues posed on the vote) by conducting absentee voting (survey path). Such a vote can be carried out by exchanging documents through postal, telegraph, television, telephone, electronic or other communication, which ensures the authenticity of the transmitted and received messages and their documentary confirmation.

16.6.10. The procedure for permanent voting is determined by the internal document of the Company, which should provide for the obligation of communication to all participants in the Company of the Agenda proposed, the ability to familiarize all participants in the Company before the voting with all the necessary information and materials, the opportunity to make proposals on the inclusion of additional issues on the agenda, the obligation of communication to all Participants of the Company prior to the beginning of the voting of a changed agenda, as well as the end time of the voting procedure.

16.6.11. Acceptance of the Company's participants and the composition of the Company's participants who were present during his adoption are confirmed by the signing of the Protocol of the General Assembly by all participants in the Company who were present at the meeting or otherwise approved by the decision of the General Meeting of the Company's participants adopted by the participants unanimously.

16.6.12. If society consists of one participant, decisions on issues related to the competence of the general meeting of the Company's participants are made by the only member of the Company alone and are issued in writing.

17. The sole executive body of the Company

17.1. The sole executive body of the Company is the General Director of the Company, hereinafter referred to as the General Director, is elected by the General Meeting of the Company's participants for a period of 3 years and can re-election unlimited number.

17.2. The Director General can be elected participant (representative of the participant - legal entity) of society or any other person who has, according to most of the participants in the Company, the necessary knowledge and experience.

17.3. By decision of the General Meeting of the Participants, the authority of the sole executive body of the Company can be transferred under the Treaty of the Management Organization and / or Manager. The conditions of the contract are approved by the General Meeting of the Company's participants.

17.4. The Director-General is obliged to comply with the requirements of the current legislation of the Russian Federation, follow the requirements of this Charter, the decisions of the general meeting of participants adopted within the framework of its competence, as well as concluded by the Company of the Contracts and Agreements, including prisoners with the Society of Labor Treaty.

17.5. The Director-General must act in the interests of society in good faith and reasonable.

17.6. The Director-General, and the equal to the management organization (manager) are responsible for the Company for the losses caused to society by their guilty actions (inaction), if other grounds and responsibility are not established by federal laws. 17.8. Deputy Director General are appointed by the Director General in accordance with the staffing schedule and lead the areas of work in accordance with the distribution of responsibilities approved by the Director General.

17.9. Deputy Director General within their competence by proxy acts on behalf of the Company. In the absence of the Director-General, as well as in other cases where the Director-General cannot fulfill its duties, its functions are performed by the deputy appointed.

17.10. The right to sign financial documents is provided to the Director-General.

18. Checks and control of financial and economic activities

18.1. To verify and confirm the correctness of annual reports and balance sheets, the Company has the right to decide the general meeting of participants to involve a professional auditor (an audit company), which is not related to property interests with society, the person acting as a general director, and the participants of the Company.

18.2. Audit check can also be carried out at the request of any participant. In case of such an audit, the payment of the auditor's services is carried out at the expense of the participant in the Company, on the request of which it is conducted.

The expenses of the Company's participant in the payment of the auditor services may be reimbursed by the decision of the general meeting of the Company's participants at the expense of the Company.

18.3. Attracting an auditor to verify and confirm the correctness of annual reports and accounting balances of society, in cases stipulated by the current legislation of the Russian Federation.

18.4. The auditor conducts an audit of annual reports and balance sheets of the Company prior to their approval by the general meeting of the participants in the Company. The general meeting of participants is not entitled to argue annual reports and accounting balances of society in the absence of an auditor's conclusions.

18.5. The auditor has the right to attract experts and consultants to his work, whose work is paid at the expense of society.

18.6. The auditor is obliged to demand the convening of an extraordinary general meeting of participants if a serious threat to the interests of society arose.

19. Accounting and financial statements

19.1. The fiscal year of society coincides with the calendar year.

19.2. Society is required to maintain accounting and submit financial statements in the manner prescribed by law.

19.3. Responsibility for the organization, condition and accuracy of accounting in society, the timely presentation of the annual report and other financial statements into the relevant authorities, as well as information on the activities of the Company submitted by the participants, the person carrying out the functions of the sole executive body of the Company.

19.4. Society is obliged in the event of public placement of bonds and other issuing securities annually publish annual reports and balance sheets.

20. Procedure for storing documents

20.1. Society is obliged to store the following documents:

Agreement on the establishment of society, the decision on the establishment of the Company, the Company's Charter, as well as submitted to the Charter of the Company and registered in the established procedure change;

Protocol (protocols) of the meeting of the founders (participants) of the Company, which contains the decision to establish a society and on the approval of the monetary assessment of non-monetary contributions to the authorized capital of society, as well as other decisions related to the creation of society;

20.2. Society stores the documents provided for in paragraph 20.1. This article, at the location of its sole executive body or otherwise, well-known and affordable participants in society.

21. Procedure for providing information

21.1. At the request of the Company's participant, an auditor or any interested party, the Company is obliged to provide them with the opportunity to familiarize themselves with the Charter of the Company, including changes. Society is obliged at the request of the Company's participant to provide him with a copy of the Company's current charter. The fee charged by society for the provision of copies cannot exceed the cost of their manufacture.

22. Reorganization and liquidation of society

22.1. Society can be voluntarily reorganized in the manner prescribed by law. The reorganization of society can be carried out in the form of merging, attachment, separation, allocations and transformation. In reorganization, appropriate changes are made in this Charter.

22.2. The society is allowed to reorganize the simultaneous combination of its various forms. The Company has the right to transform into a joint-stock company, economic partnership or production cooperative.

22.3. The reorganized society after entering into the Unified State Register of Legal Entities Recording about the beginning of the reorganization procedure twice with a periodicity once a month places in the media in which data on state registration of legal entities publishes, a message about its reorganization in the manner prescribed by Art. 51 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Societies".

22.4. Society can be eliminated voluntarily or by the court decision on the grounds provided for by the Civil Code of the Russian Federation.

22.5. The liquidation of society entails the termination of its activities without the transition of rights and obligations in order of succession to other persons. The liquidation of the Company is carried out in the manner established by the Civil Code of the Russian Federation, other legislative acts, taking into account the provisions of this Charter.

22.6. The decision of the General Assembly of the Company's participants on the voluntary liquidation of society and the appointment of the liquidation commission (liquidator) is made by the General Meeting of the Company's participants.

22.7. Since the appointment of the liquidation commission (liquidator), all the authorities in the management of the Company's affairs are transferred to it, including on the submission of society in court.

22.8. All decisions of the liquidation commission are accepted by a simple majority of votes from the total number of members of the Commission, and the liquidator is solely.

22.9. In reorganization or termination of the Company's activities, all documents (management, financial and economic, personal composition, etc.) are transmitted in accordance with the established rules of the legalization organization.

22.10. In the absence of a successor, constant storage documents with scientific and historical importance are transferred to state storage in state archival institutions; Documents on personnel (orders, personal affairs, personal accounts, etc.) are transferred to the archive of the administrative district, in which society is located.

22.11. If the funds available in the Company are not enough to meet the claims of creditors, the liquidation commission (liquidator) sells the sale of the Company's property, which in accordance with the law is allowed to appeal, with public bidding, with the exception of objects worth not more than one hundred thousand rubles (according to the approved intermediate liquidation Balance), for which the bidding is not required.

22.12. After completion of calculations with creditors, the liquidation commission (liquidator) is a liquidation balance, which is approved by the general meeting of the Company's participants.

22.13. The property remaining after the completion of the calculations with creditors of the property of liquidated society is distributed to the liquidation commission (liquidator) between the participants of the Company in the order of the order established by Art. 58 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Societies".

22.14. The liquidation of society is considered to be completed from the moment of making an appropriate entry into the unified state register of legal entities.

22.15. The powers of the liquidation commission (liquidator) are terminated since the completion of the Company's liquidation.