(Unofficial translation)

Law of the Republic of Belarus

December 9, 1992 г. No 2020-XІІ

(Amended as of January 5, 2021)

On economic companies

TABLE OF CONTENTS

CHAPTER 1. GENERAL PROVISIONS (Articles 1-9)

CHAPTER 2. FORMING, REORGANIZATION AND LIQUIDATION OF THE ECONOMIC COMPANY (Articles 10-27)

CHAPTER 3. STATUTORY FUND AND OTHER FUNDS, PROPERTY AND SECURITIES OF THE ECONOMIC COMPANY (Articles 28-32)

CHAPTER 4. BODIES OF THE ECONOMIC COMPANY AND MANAGEMENT IN THE ECONOMIC COMPANY (Articles 33-55)

CHAPTER 5. AFFILIATED PERSONS AND TRANSACTIONS OF THE ECONOMIC COMPANY (Articles 56-58)

CHAPTER 6. CONTROL OVER FINANCIAL AND ECONOMIC ACTIVITIES OF THE ECONOMIC COMPANY (Articles 59-61)

CHAPTER 7. ACCOUNTING AND REPORTING, DOCUMENTS OF THE ECONOMIC COMPANY. INFORMATION ON THE ECONOMIC COMPANY (Articles 62-64)

CHAPTER 8. JOINT–STOCK COMPANY (Articles 65-901)

CHAPTER 9. LIMITED LIABILITY COMPANY (Articles 91-1111)

CHAPTER 10. ADDITIONAL LIMITED LIABILITY COMPANY (Articles 112-113)

 

This Law is aimed at determining legal status, procedure of forming, activity, reorganization, liquidation of economic companies, the rights and duties of founders (participants) of economic companies, the competence of bodies of economic companies, and also at ensuring protection of the rights and interests of founders (participants) of economic companies and economic companies themselves.

CHAPTER 1
GENERAL PROVISIONS

Article 1. Basic provisions on the economic company

As an economic company is recognized a commercial organization the statutory fund of which is divided in stakes (shares) of its participants.

The economic company:

has in ownership separate property created at the expense of contributions of founders (participants), and also made or acquired by the economic company during its activity;

bears the independent responsibility on the obligations thereof, can acquire and implement the property rights and personal non-property rights, fulfill the duties, act as the claimant and the respondent in the court.

can have the civil rights corresponding the purposes of activity, provided in the constituent documents of the economic company, and the subject of activity if it is specified in the statute, and to bear duties related to this activity. There are some kinds of activity, the list of which is defined by the legislative acts, in which the economic company can be engaged only subject to special permission (license);

acquires civil rights and accepts civil duties through its bodies acting in accordance with the legislation and the statute;

may establish legal persons and be part of legal persons, in accordance with the legislation;

May, in accordance with the legislative acts create associations of legal persons, not being legal persons, and take part in such associations.

In the cases provided by the legislative acts, the economic company can acquire the civil rights and accept civil duties through the participants thereof.

The legal capacity of the economic company arises at the moment of forming and ceases at the moment of completion of liquidation of the economic company.

Article 2. Legislation on the economic companies

The legislation on economic companies is based on the Constitution of the Republic of Belarus and consists of the Civil Code of the Republic of Belarus, this Law and other acts of legislation.

Article 3. Scope of application of this Law

This Law is applied to the economic companies formed in the territory of the Republic of Belarus, unless otherwise established by this Article and by other legislative acts.

Provisions of this Law governing the legal status, order of the creation, operation, reorganization and liquidation of economic companies apply to economic companies consisting of one participant, unless otherwise provided by this Law and other legislative acts.

Features of legal status, forming, reorganization and liquidation of economic companies in banking, insurance, exchange and other spheres of activity, as well as joint stock investment funds are determined by other legislative acts.

Features of legal status and forming of economic companies one hundred percent of statutory funds (shares) of which are in the ownership of the Republic of Belarus and/or its administrative and territorial units are determined by the legislative acts.

Features of forming open joint-stock companies during privatization of the state-owned property are determined by the legislation on privatization.

Specific features of legal status of joint-stock companies created in the process of privatization of the state-owned property or through transformation of leasehold enterprises, collective (people's) enterprises, state enterprises, state unitary enterprises, management of such companies, issue and circulation of shares of such companies may be established by the legislation on privatization.

The order and conditions for the issuance of shares of an additional issue and increase of the statutory funds of economic companies through a settoff of monetary claims of participants and/or creditors of economic companies in the statutory funds of which stakes (shares) belong to the Republic of Belarus and/or its administrative-territorial units, as well as gratuitous transfer or sale of stakes in the statutory funds (shares) of such companies to members of the board of directors (supervisory board), executive body and/or workers of those companies are established by this Law and other legislative acts.

Features of change of statutory funds of economic companies, and also of transfer of stakes (shares) by the participants of economic companies to the ownership of the Republic of Belarus and/or administrative and territorial units of the Republic of Belarus or appropriate banks, other organizations at restructuring the indebtedness of economic companies on payments in the state and/or local budgets and on the credits granted by the banks, other organizations, the procedure of determination of the value of such stakes (shares) and of making the decisions, by the supreme managing body of the economic company, on the application for re-structuring of such indebtedness, are determined by the President of the Republic of Belarus.

Features of activity of economic companies during the protection period, periods of pre-judicial reorganization and bankruptcy proceedings are determined by the legislation on economic insolvency (bankruptcy).

The specific features of the issuance and circulation of securities of an economic company, unless otherwise established by the legislation on securities, are determined by this Law and antimonopoly legislation.

Article 4. Name and location of the economic company

The economic company has the name in Belarusian and in Russian, containing the indication of organizational and legal form of the company.

The name of the economic company should be agreed in accordance with the procedure established by the legislation, before submitting the documents for the state registration of the economic company in the registering body.

The place of location of the economic company is determined by the place of location of its permanent executive body, and in the event of absence of a permanent executive body – of another body of person, having the right to act on behalf of the economic company without power of attorney.

Article 5. Liability of the economic company

The economic company is liable for the obligations thereof with all the property of the company.

Participants of the economic company are not liable for obligations of the economic company, and the economic company is not liable for obligations of participants, except for the cases provided by the legislative acts or the statute.

The founders (participants) of a legal person recognized economically insolvent (bankrupt) or other persons, including persons exercising powers of sole executive body of the economic company or heading the collective executive body of that company, having the right to give the instructions mandatory for that company, or a possibility to determine its actions otherwise, shall bear subsidiary liability upon insufficiency of the property of the legal person only in the case when the economic insolvency (bankruptcy) of the legal person was caused by the guilty (deliberate) actions of such persons, unless otherwise established by legislative acts.

The economic company is not liable for obligations of the Republic of Belarus or administrative and territorial units of the Republic of Belarus, unless otherwise established by the legislative acts.

Article 6. Representative offices and affiliates of the economic company

The economic company can, in accordance with the procedure provided by this Law and other legislation, establish the representations and branches which are not being the legal persons and act on behalf of this company on the basis of the provisions stipulated by the economic company which has established the representation or branch.

The representation of the economic company is the separate division of the economic company, located outside the location of the economic company, carrying out representation and protection of interests of the economic company, making the transactions and other legal operations on behalf of the economic company.

The branch of the economic company is the separate division of the economic company, located outside the location of the economic company, carrying out all or part of functions of the economic company, including functions of representation.

Representative offices and affiliates of the economic company are provided with property of the economic company which has established them, which is considered separately on the balance of the company (separately in the inventory book of incomes and expenditures of organizations and individual entrepreneurs, applying the simplified taxation system, (hereinafter – inventory book of incomes and expenditures)).

The head of representation or branch of the economic company is appointed by the economic company and acts on the basis of the certificate of authorization, which is issued by the company in accordance with the procedure established by the legislation.

Forming of the representations and branches of the economic company outside the territory of the Republic of Belarus is carried out in accordance with the legislation of the foreign state, where the representations and branches are located, unless otherwise provided by the treaties of the Republic of Belarus.

The economic company which has established the representations and branches is liable for activity thereof.

Article 7. Affiliated economic company

The economic company is considered as the affiliated economic company, if other (basic) economic company or partnership, by virtue of prevailing sharing in the statutory fund, and/or in accordance with the agreement concluded between then, and/or by any other way, has an opportunity to determine the decisions made by such company.

The affiliated economic company is not liable on debts of the basic economic company or partnership.

The basic economic company or partnership, which has the right to give mandatory instructions for the affiliated economic company (including the cases when such instructions can be given in accordance with the agreement concluded with such company), is liable jointly and severally with the affiliated economic company for the transactions concluded by the latter in pursuance of these instructions.

In case of economic insolvency (bankruptcy) of affiliated economic company through the fault of the basic economic company or partnership, the subsidiary liability on the obligations of the affiliated economic company is charged to this company or partnership, in case of insufficiency of property of affiliated economic company.

Participants of affiliated economic company have the right to claim for the reimbursement, by the basic economic company, of the losses caused for the affiliated economic company through the fault of the basic economic company.

Article 8. Dependent economic company

The economic company is considered as dependent if other economic company has a stake in the statutory fund (shares) of this company, equal to twenty or more per cent of votes from the total number of votes which it can use on the general meeting of participants of such company.

The dependent economic company has no right to have and acquire a stake in the statutory fund (shares) of the economic company, in relation to which it is considered as dependent in accordance with part one of this Article.

Article 9. Unitary enterprise of the economic company

The economic company can be the founder of the unitary enterprise which operates on the basis of the statute, approved by this economic company.

The property of the unitary enterprise, founded by the economic company, is in the property of the economic company which is the founder of this unitary enterprise, and belongs to the unitary enterprise on the right of economic management.

The head of the unitary enterprise, founded by the economic company, is appointed by the economic company. The economic company has the right to establish the procedure of appointing the heads of the unitary enterprises, founded by this company, in the statute thereof.

The unitary enterprise, founded by the economic company, is liable for the own obligations thereof with all the property belonging to this enterprise.

The unitary enterprise, founded by the economic company, is not liable for the obligations of this economic company, with the exception of cases stipulated by the Civil Code of the Republic of Belarus.

The economic company, which is the founder of the unitary enterprise, is not liable for the obligations of the unitary enterprise, except for the case specified in part seven of this Article.

If the economic insolvency (bankruptcy) of the unitary enterprise, founded by the economic company, is caused by this company, the subsidiary liability for the obligations of this unitary enterprise is charged to the economic company, in case of insufficiency of property of the unitary enterprise.

The legal status of the unitary enterprise, founded by the economic company, is determined by the legislation on the unitary enterprises.

CHAPTER 2
FORMING, REORGANIZATION AND LIQUIDATION OF THE ECONOMIC COMPANY

Article 10. Creation of the economic company

The economic company is formed in accordance with this Law and other legislative acts by the way of founding or reorganization of legal persons.

The economic company can be formed as joint-stock company (open or closed), limited liability company or additional liability company.

The economic company: may be founded by one person or may consist of one participant, including when being created as a result of reorganization of a legal person.

The economic company is considered as formed from the date of state registration thereof in accordance with the procedure determined by the legislative acts.

The economic company is considered as formed for unlimited term, unless otherwise stipulated in the statute thereof.

Article 11. Foundation of the economic company

The founding of the economic company is carried out on the decision of its founders, which is taken prior to the constituent meeting. The decision on founding of the economic company may be taken by the founders through conclusion of a contract on forming of the economic company or in another form determined by the founders, unless otherwise provided by part three of this Article, and also with the exception of the case provided by part one of Article 67 of this Law.

The decision on founding of the economic company shall determine:

the procedure of joint activities of founders on formation of the economic company, rights and duties thereof in relation to formation the economic company, including the procedure of developing the draft statute of the economic company;

distribution between the founders of their duties on preparation for the state registration of the economic company, including the approval, in accordance with existing procedure, of the name of the economic company, opening the temporary account for formation of the statutory fund of the economic company in the instance when according to a decision on foundation of the economic company its statutory fund must be formed prior to its state registration, carrying out other actions stipulated by the legislation;

the size of the statutory fund, the procedure of making the contributions to the statutory fund by the founders;

a legal person or individual entrepreneur who will carry out independent assessment of the value of a non-monetary contribution to the statutory fund of the economic company or conduct an examination of the accuracy of an internal assessment of the value of a non-monetary contribution to the statutory fund of the economic company in the instance when according to a decision on foundation of the economic company its statutory fund must be formed prior to its state registration;

the founder of the economic company to be authorized to sign the application for the state registration, in the event when the number of founders of the economic company is more than three and they took the decision to authorize one of them to sign the said application;

procedure for calling and holding the constituent meeting of the economic company.

In the event of the foundation of the economic company by one person, the decision (decisions) on issues related to its foundation shall be taken by that person alone and formalized (drawn up) in writing. The decision (decisions) of the sole founder related to the foundation of the economic company must determine the size of the statutory fund of the economic company and the order of its formation, a legal person or individual entrepreneur who will carry out independent assessment of the value of a non-monetary contribution to the statutory fund or conduct examination of the accuracy of the internal assessment of the value of a non-monetary contribution if, according to the decision on the foundation of the economic company, its statutory fund must be formed prior to its state registration, and also contain decisions on the issues specified in part one of Article 12 and part one of Article 68 of this Law.

Founders of the economic company are liable jointly and severally for the obligations concerning the founding of the economic company, which have arisen before the state registration of the company. The economic company accepts the liability for the obligations of founders, concerning the founding of the economic company, subject to the subsequent approval of the activities of founders by the general meeting of participants of the economic company. In the event of foundation of the economic company by one person, liability on the obligations which have arisen before the state registration of the company and related to its foundation shall bear that person. In that instance, the economic company may assume liability on obligations of the founder associated with the foundation of that company.

Article 12. Constituent meeting of the economic company

On the constituent meeting of the economic company, the founders should:

approve the assessment of the value of non-money contributions to the statutory fund of the economic company in the instance when according to a decision on foundation of the economic company its statutory fund must be formed prior to its state registration;

approve the statute of the economic company;

form the bodies of the economic company and elect the members thereof;

resolve other questions stipulated by this Law.

The constituent meeting of the economic company is held in the in-person form that envisages joint assistance of the founder of the economic company at discussion of the agenda of the constituent meeting and at taking decision on them.

Decisions on the constituent meeting of the economic company concerning the matters specified in part one of this Article, should be taken by the founders unanimously, with the exception of the case stipulated by part three of Article 68 of this Law.

Each founder participates in the constituent meeting of the economic company with a right to vote.

The number of votes of each founder is determined proportionally to the value of the contribution thereof, which is subject to contribution to the statutory fund. The contract on forming the economic company of another document confirming the intention to form the economic company may establish another number of votes belonging to each founder at the constituent meeting, with the exception of the case stipulated by part four of Article 68 of this Law.

The decisions of the constituent meeting of the economic company are registered in the report of proceedings which is subject to signing by all founders of the economic company.

In the event of foundation of the economic company by one person, the consituent meeting is not conducted.

Article 13. Founders and participants of the economic company

Founders of the economic company are the citizens (natural persons) and/or the legal persons who have made a decision on founding thereof.

After the state registration of the economic company, the founders of the economic company become the participants thereof.

The participants of the economic company are also the persons who have obtained the ownership, right of economic management or operative administration for a stake (shares) in the statutory fund of the economic company having regard to specific features provided for by part four of Article 101 of this Law.

State bodies, bodies of local government and self-government have no right to act as participants of the economic companies, unless otherwise stipulated by the legislation.

The unitary enterprises, state associations, and establishments sponsored by the proprietors, can be the participants of economic companies, subject to permission of the proprietor (or the body authorized by the proprietor), unless otherwise stipulated by the legislative acts.

Participation of specific categories of citizens (natural persons) in the economic companies may be forbidden or limited by the law; participation of legal persons can be limited only in cases and in accordance with the procedure stipulated by the legislative acts.

The participants of the economic companies have the rights of obligations concerning these companies, and can have real rights only on the property transferred by these participants to the economic companies for using as contributions in the statutory funds.

The participants of the economic company are entitled:

to participate in management of activities of the economic company with regard to features stipulated by part three and 4 of Article 71 of this Law;

to receive information on activities of the economic company and have knowledge of its documents in the scope and under the procedure established by the statute;

to participate in distribution of profits of the economic company;

to obtain, in case of liquidation of the economic company, part of the property remained after settlements with creditors, or the cost of such property.

The participants of the economic company may also have other rights provided by this Law, other legislation and the statute of the economic company.

The participants of the economic company may transfer powers to participate in the management of activities of the economic company to other persons through issuance of the power of attorney or conclusion of the contract under the procedure established by the legislative acts.

The right to participation in the management of activities of an economic company may belong to:

persons who have acquired the right of using and/or disposal of a stake (part of the stake) of the statutory fund (shares) of the economic company on the basis of the agreement, unless otherwise established by the legislative acts.

persons authorized in accordance with legislative acts to manage inheritance property in the event of the death of a participant in the economic company or declaring him deceased;

other persons provided for by the legislation.

Participants of the economic company are obliged to:

make the contributions to the statutory fund of the economic company in accordance with the procedure, at the rates, by ways and in terms provided for by this Law, other legislative acts and the statute;

never disclose a confidential information on the activity of the economic company, obtained in connection with participation in the economic company;

perform other duties connected with participation in the economic company, provided by this Law, other legislative acts and the statute of the economic company, and also by the shareholder agreement (contract on the exercise of the rights of participants in the limited liability company) in the event when the participant is a party to such an agreement (contract).

Article 14. Constituent document of the economic company

The constituent document of the economic company is the statute of the economic company approved by its founders (participants).

The statute of the economic company should define:

the name of the economic company;

the location of the economic company;

the purposes of activity and, in the cases specified by the legislation, the subject of activity;

the size of the statutory fund;

the rights and duties of participants;

the structure, the procedure of election or formation, staff and competence of the bodies of the economic company;

the procedure of management of activity of the economic company;

the managing body or a person (worker) of the economic company authorized for preparation, convening and holding the general meeting of its participants in the instance established by part foru of Article 50 of this Law (hereinafter – authorized body of the economic company);

the procedure of making the decisions by the managing bodies, including the list of matters, for decisions on which the unanimous voting or qualified majority (not less than two thirds, three quarters) of votes is necessary;

the conditions and procedure of distribution of profit and losses;

the list of representations and branches;

the liability of the company and participants thereof;

the procedure of approval of the accounting (financial) reports of the economic company (data of the inventory book of incomes and expenditures), its representations and branches;

the procedure for and scope of providing information on the economic company to the participants;

other information stipulated by this Law and other legislation.

Unless otherwise established by this Law, the statute of the economic company may include provisions providing for the cases and order for the use of electronic or other communications, information networks (systems) or soft- and hardware means and technologies (hereinafter – remote service systems) when organizing the convocation and conducting of the general meeting of its participants. Decisions on introducing changes in the statute of the economic company providing for the cases and order for using remote service systems when organizing the convocation and conducting of the general meeting of its participants, are shall be adopted by all participants of that company unanimously.

In the statute of the economic company, subject to the consent of founders (participants), other provisions, not contradicting the legislation, may also be included.

Changes and additions in the statute of the economic company are made in cases and in accordance with the procedure established by this Law and other legislative acts.

Changes and/or additions made in the statute of the economic company, are subject to the state registration in accordance with the procedure established by the legislative acts, and come in force for third parties since the date of such registration, unless otherwise established by the legislative acts.

Article 15. Reorganization of the economic company

The reorganization of the economic company may be carried out according to a decision of the general meeting of participants of this company, taken in accordance with this Law and other legislative acts, and also in the instances and under the procedure established by the legislative acts – according to a decision of authorized state bodies, including the court. Reorganization of the economic company can be carried out in the form of merging, affiliation, splitting-up, splitting-off, transformation.

Reorganization of the economic company, as a result of which the legal persons of other organizational and legal forms are found, is carried out in accordance with the procedure established by this Law, taking into consideration the features provided by other legislative acts.

The economic company is considered reorganized (with the exception of cases of reorganization in the form of affiliation) since the date of the state registration of newly founded economic companies or legal persons of other organizational and legal forms in accordance with the procedure determined by the legislative acts.

In case of reorganization of the economic company in the form of affiliation of other legal person with this company, the former is considered reorganized since the date of making the record in the Unified State Register of Legal Entities and Individual Businessmen on the termination of activities of the affiliated legal person.

In the cases established by the legislative acts, reorganization of the economic company can be carried out only subject to the consent of the competent state bodies.

Article 16. Merger of economic companies, of economic companies and legal persons of other organizational and legal forms

Merging of the economic companies or of the economic companies and legal persons of other organizational and legal forms is understood as formation of the new economic company or of the legal person of other organizational and legal form by transferring of all rights and duties of the economic companies or of the economic companies and legal persons, taking part in the merging, to the new legal person formed as a result of merging, and termination of activities of the economic companies or of the economic companies and legal persons, taking part in the merging, in accordance with the procedure established by this Law and other legislative acts.

Economic companies, economic companies and legal persons of other organizational and legal forms, taking part in merging, shall conclude a contract on merger that determines the order and conditions of the merging.

A contract on merger must contain:

name, location of each of the economic companies and legal persons of other organizational and legal forms participating in the merger, as well as the name, location of the economic company or legal person of another organizational and legal form created as a result of the merger;

size and procedure for the formation of the statutory fund of the economic company or a legal person of another organizational and legal form, created as a result of the merger;

procedure for the creation of bodies of the economic company or a legal person of another organizational and legal form, created as a result of the merger;

procedure, timing of convening and conducting a joint general meeting of participants of economic companies, owners of the property, founders (participants) of legal persons of other organizational and legal forms participating in the merger, or governing bodies of such legal persons authorized thereto by the constituent documents;

procedure for voting at a joint general meeting of participants of economic companies, owners of the property, founders (participants) of legal persons of other organizational and legal forms participating in the merger, or governing bodies of such legal persons authorized thereto by the constituent documents, as well as the procedure for determining the number of votes of the persons participating in such a meeting;

time limits for reorganization in the form of a merger.

A contract on merger may contain and other conditions.

The general meeting of participants of each of the economic companies participating in the merger, owners of the property, founders (participants) of each of legal persons of other organizational and legal forms participating in the merger or governing bodies of such legal persons, authorized thereto by constituent documents shall approve the contract on merger.

The joint general meeting of participants of economic companies, owners of the property, founders (participants) of legal persons of other organizational and legal forms, taking part in merging, or of the governing bodies of such legal persons, authorized thereto by the constituent documents, shall approve the constituent document and form bodies of the formed economic company or the legal person of other organizational and legal form being created as a result of merger.

If, as a result of the merger of economic companies and legal persons of other organizational and legal forms, a new economic company is created, the decision at a joint general meeting of participants of economic companies, owners of the property, founders (participants) of legal persons of other organizational and legal forms participating in the merger, or of governing bodies of such legal persons authorized by the constituent documents, on the issue of approving the statute of the economic company being created, shall be adopted by a majority (at least three quarters) of the votes of the persons who took part in that meeting, and on the issues of electing members of the bodies of the new economic company – by a simple majority (more than fifty percent) of the votes of the persons who took part in that meeting, unless a larger number of votes is provided for by the contract on the merger.

In case of merging of the economic companies or of the economic companies and legal persons of other organizational and legal forms, the right and duties thereof are transferred, in accordance with the transfer act, to the economic company or the legal person of other organizational and legal form, being created as a result of merger.

Article 17. Affiliation to the economic company

Affiliation to the economic company is understood as termination of activities of one or several affiliated economic companies and/or of legal persons of other organizational and legal forms, with transferring the rights and duties thereof to the economic company, to which the affiliation is being carried out.

Economic companies and/or a legal persons of other organizational and legal form, being affiliated, and the economic company to which the affiliation is carried out shall conclude contract on affiliation in which they determine the procedure for and the conditions of affiliation.

A contract on affiliation must contain:

name, location of each of the economic companies and legal persons of other organizational and legal forms participating in the affiliation ;

size and procedure for the formation of the statutory fund of the economic entity to which the affiliation is carried out;

procedure, timing of convening and conducting a joint general meeting of participants of economic companies, owners of the property, founders (participants) of legal persons of other organizational and legal forms participating in the affiliation, or governing bodies of such legal persons authorized thereto by the constituent documents;

procedure for voting at a joint general meeting of participants of economic companies, owners of the property, founders (participants) of legal persons of other organizational and legal forms participating in the affiliation, or governing bodies of such legal persons authorized thereto by the constituent documents, as well as the procedure for determining the number of votes of the persons participating in such a meeting;

time limits for reorganization in the form of an affiliation.

A contract on affiliation may contain and other conditions.

The general meeting of participants of each of the economic companies participating in the affiliation, owners of the property, founders (participants) of each of legal persons of other organizational and legal forms participating in the merger or governing bodies of such legal persons, authorized thereto by constituent documents, shall approve the contract on affiliation.

The joint general meeting of participants of economic companies, owners of the property, founders (participants) of legal persons of other organizational and legal forms, taking part in affiliation, or of the governing bodies of such legal persons, authorized thereto by the constituent documents, shall adopt the decisions on introduction of changes and additions in the constituent documents of the economic company, to which the affiliation is carried out.

Decision of the joint general meeting of participants of economic companies, owners of the property, founders (participants) of legal persons of other organizational and legal forms, taking part in affiliation, or of the governing bodies of such legal persons, authorized thereto by the constituent documents, on the issue of introduction of changes and/or additions to the statute of the economic company to which the affiliation is being carried out shall be adopted by a majority (at least three quarters) of the votes of the persons who took part in that meeting, unless a larger number of votes is provided by the contract on affiliation.

In case of affiliation to the economic company of other economic companies and/or legal persons of other organizational and legal form, all rights and duties of the latter are transferred, in accordance with the transfer act, to the economic company to which the affiliation is being carried out.

Article 18. Splitting of the economic company

Splitting of the economic company is understood as termination of the activity thereof, with transferring all rights and duties to the newly formed economic companies and/or legal persons of other organizational and legal forms.

The general meeting of participants of the economic company shall adopt a decision on reorganization in the form of splitting which determines the procedure and conditions of splitting.

A decision on reorganization in the form of splitting must contain:

name, location of each of the economic companies and/or legal persons of other organizational and legal forms being created as a result of splitting;

composition of participants of each of the economic companies, owners of the property, founders (participants) of legal persons of other organizational and legal forms being created as a result of splitting;

size and procedure for formation of the statutory fund of each of the economic companies and/or legal persons of other organizational and legal forms being created as a result of splitting;

procedure for creation of bodies of each of the economic companies and/or legal persons of other organizational and legal forms being created as a result of splitting;

procedure, terms of convening and conducting a general meeting of participants of each of the economic companies being created as a result of splitting;

procedure for voting at a general meeting of participants of each of the economic companies being created as a result of splitting.

A decision on reorganization in the form of splitting may contain and other conditions.

General meetings of participants of each of the economic companies being created as a result of splitting, owners of the property, founders (participants) of each of legal persons of other organizational and legal forms, being created as a result of splitting, shall approve the constituent documents, form its bodies.

If, as a result of the splitting of the reorganized economic company, a new economic company is created, the decision at the general meeting of the participants of the economic company being created on the issue of approving the statute of the economic company shall be adopted by a majority (at least three quarters) of votes of the persons who took part in that meeting, and on issues on the election of members of the bodies of the economic company – by a simple majority (more than fifty percent) of the votes of the persons who took part in that meeting, unless a larger number of votes is provided for by the decision on reorganization in the form of splitting.

When an economic company has been split, all its rights and duties are transferred, in accordance with the splitting balance, to the newly formed economic companies and/or to the legal persons of other organizational and legal forms.

Article 19. Splitting-off from the economic company

Splitting-off from the economic company is understood as formation of one or several new economic companies and/or legal persons of other organizational and legal forms, with transferring part of the rights and duties of reorganized economic company to the newly formed economic companies and/or legal persons of other organizational and legal forms, but without the termination of activity of reorganized economic company.

The general meeting of participants of the economic company shall adopt a decision on reorganization in the form of splitting-off which determines the procedure and conditions of splitting-off.

A decision on reorganization in the form of splitting-off must contain:

name, location of each of the economic companies and/or legal persons of other organizational and legal forms being created as a result of splitting-off;

composition of participants of each of the economic companies, owners of the property, founders (participants) of legal persons of other organizational and legal forms being created as a result of splitting-off;

size and procedure for formation of the statutory fund of each of the economic companies and/or legal persons of other organizational and legal forms being created as a result of splitting-off;

procedure for creation of bodies of each of the economic companies and/or legal persons of other organizational and legal forms being created as a result of splitting-off;

procedure, terms of convening and conducting a general meeting of participants of each of the economic companies being created as a result of splitting-off;

procedure for voting at a general meeting of participants of each of the economic companies being created as a result of splitting-off.

A decision on reorganization in the form of splitting-off may contain and other conditions.

Founders (participants), owners of the property of each of the newly emerging business companies and/or legal persons of other organizational and legal forms may only be a reorganized economic company and/or its participants with their consent. General meeting of participants of each newly emerging economic companies as a result of splitting-off and/or the founders (participants), owners of the property of each of the legal persons of other organizational and legal forms, newly emerging as a result of splitting-off, shall approve the constituent documents and form their bodies.

If, as a result of the splitting-off from the reorganized economic company, a new economic company is created, the decision at the general meeting of the participants of the economic company being created on the issue of approving its statute shall be adopted by a majority (at least three quarters) of votes of the persons who took part in that meeting, and on issues on the election of members of the bodies of the economic company – by a simple majority (more than fifty percent) of the votes of the persons who took part in that meeting, unless a larger number of votes is provided for by the decision on reorganization in the form of splitting-off.

In the event of splitting-off from the economic company of a new economic company, the only participant of which is the reorganized economic company, approval of the statute of that company, formation of its bodies, election of their members shall be carried out by the general meeting of the participants of the reorganized economic company. The initial alienation of a stake (part of a  stake) in the statutory fund (shares) of the economic company created as a result of splitting-off, the sole participant of which is the reorganized economic company, shall be carried out by a decision of the general meeting of participants of the reorganized economic company in the order and on the conditions determined by that general meeting.

After splitting-off one or several economic companies and/or legal persons of other organizational and legal forms from the economic company, the rights and duties of the reorganized economic company are transferred, in accordance with the splitting balance, to the newly formed economic companies and/or to the legal persons of other organizational and legal forms.

Article 20. Transformation of the economic company

The economic company of one form may be transformed to the economic company of another form, to the economic partnership or to the production co-operative in cases and in accordance with the procedure established by this Law and other legislative acts, and also to the unitary enterprise in the event when one participant remains in the the company being transformed.

The general meeting of participants of the economic company shall adopt a decision on reorganization in the form of transformation which determines the procedure and conditions of transformation.

A decision on reorganization in the form of transformation must contain:

size and procedure for the formation of the statutory fund of the economic company or a legal person of another organizational and legal form, being created as a result of the transformation;

provision on introduction of changes and/or additions in the statute of the economic company being transformed;

Provision on formation of bodies of the economic company of another form and/or a legal person of another organizational and legal form, being created as a result of the transformation.

A decision on reorganization in the form of transformation may contain and other conditions.

After transformation of the economic company, the rights and duties thereof are transferred, in accordance with the transfer act, to the newly formed economic company of other form or the legal person of other organizational and legal form, with the exception of the rights and duties which may not belong to the newly formed economic company of other form or to the legal person of other organizational and legal form.

Article 21. Reorganization of the economic company by the decision of the competent state bodies, including the court

In the cases and in accordance with the procedure established by the legislative acts, reorganization of the economic company is carried out by the decision of the competent state bodies, including the courts.

If the participants of the economic company, the managing body of the economic company authorized by them, or the managing body of the economic company, authorized for carrying out the reorganization by the statute thereof, will not carry out the reorganization of the economic company within the terms specified in the decision of the competent state body, the court, at the claim of before-mentioned state body, appoints the administrator of the economic company, entrusting the reorganization of the economic company to this administrator. Since the date of appointing of the administrator, the powers for managing the activities of the economic company are transferred to this administrator. The administrator acts on behalf of the economic company in the court, draws up the splitting balance or the transfer act and submits these documents for consideration of the court, together with the constituent documents of economic companies or legal persons of other organizational and legal forms, formed as a result of reorganization. The approval of these documents by the court is the ground for the state registration of newly formed economic companies and/or legal persons of other organizational and legal forms.

Article 22. Transfer act and splitting balance drawn up in the case of reorganization of the economic company

At reorganization of the economic company in accordance with Articles 16-20 of this Law, the transfer act or splitting balance shall be drawn up.

The transfer act and splitting balance should contain the provisions on the legal succession for all obligations of the reorganized economic company concerning all creditors and debtors thereof, including the obligations contested by the parties.

The transfer act or splitting balance shall be approved by general meetings of participants of economic companies, owners of the property, founders (participants) of legal persons of other organizational and legal forms participating in the reorganization or by governing bodies of such legal persons authorized thereto by the constituent documents.

Decisions of the general meeting of participants of the economic company on the approval of the transfer act and the splitting balance sheet shall be adopted by a majority (at least three quarters) of votes of the persons participating in that meeting.

Article 23. Warranties of the rights of creditors at reorganization of the economic company

The economic company being reorganized or the body, which have made a decision on reorganization of the economic company, should notify the creditors thereof on this decision in writing.

The notification of the persons, which are the creditors of the economic company at the date of making the decision on reorganization thereof, is carried out not later than thirty days after the date of making the decision on reorganization of the company, or, in case of reorganization of the economic company in the form of merging or affiliation after the date of making of such decision by the last of the economic companies or legal persons of other organizational and legal forms, taking part in merging or affiliation. Other persons are notified on the decision on reorganization of the economic company at the conclusion of agreements with these persons.

The notification about reorganization of the economic company shall contain:

name, location of the economic company being reorganized;

form of reorganization;

order of presenting claims of the creditor of the reorganized economic company, including the addresses at which such claims can be presented, as well as methods of communication with the reorganized economic company;

name, location of each economic company and/or legal person of other organizational and legal forms participating in the reorganization, being created as a result of the reorganization.

The creditor of the reorganized economic company has the right to claim for the termination of the obligations, concerning which the company is the debtor, or fulfilling these obligations before due date, and compensation of damages.

Claims of creditor are submitted to the economic company in writing within thirty days after the date of reception, by the creditor, of the notification on the decision on reorganization of the economic company.

If the splitting balance does not give an opportunity to determine the legal successor of the reorganized economic company, the formed legal persons are jointly and severally liable for the obligations of this company to the creditors thereof.

Article 24. Liquidation of the economic company

Liquidation of the economic company entails the termination of activity thereof without transferring of the rights and duties, by way of legal succession, to other persons, unless otherwise provided by the legislative acts.

The economic company may be liquidated in accordance with its statute according to a decision of the general meeting of participants of this company, taken in accordance with this Law and other legislative acts.

In the cases and under the procedure established by the legislative acts, liquidation of the economic company is carried out on the decision of registering body or on the court decision.

Upon adopting a decision about the liquidation. of a legal person that is the sole participant in an economic company, a decision must be made on the liquidation of that company.

If the value of the property of the economic company in respect of which the decision on liquidation was adopted, is insufficient to satisfy the claims of creditors or the property is absent, after the approval of the interim liquidation balance sheet, the economic company may be liquidated only in the order established by the legislation on economic insolvency (bankruptcy).

After making the decision on liquidation of the economic company, the list of participants of this company can be changed only on a court decision.

The liquidation of the economic company is considered terminated, and the economic company liquidated from the date of adoption of a decision by the registering body on entry into the Unified State Register of Legal Persons and Individual Entrepreneurs of the record about the exclusion thereof from that register.

Article 25. Liquidation commission (liquidator) of the economic company

The general meeting of participants of the economic company, which has adopted the decision on its liquidation, shall appoint the liquidation n commission (liquidator), the chairperson the liquidation commission, distribute duties between the chairperson and members of the liquidation commission (in the event of appointment of the liquidation commision) and establish the procedure and the terms of the liquidation.

The powers of management of the economic company pass on the liquidation commission (liquidator) from the day of appointment.

The liquidation commission (liquidator), on behalf of the liquidated economic company:

appears in the court;

resolves all the issues on liquidation of the economic company within the limits of the competence established by the legislation.

The chairperson of the liquidation commission (liquidator) is obliged, within ten working days after the date of taking a decision about liquidation of the legal person, to notify, in the order established by the legislative acts, the registering body about it in a written form for entering into the Unified State Register of Legal Persons and Individual Entrepreneurs of the data about the fact that the economic company is in the process of liquidation.

Unless otherwise established by the legislative acts, the data that an economic company is in the process of liquidation, about the procedure and period for presenting claims by its creditors are placed in the global computer network Internet on the official site of the law scientific and practical journal “Yustitsia Belarusi” with subsequent publication in the annex to the said journal. This period may not be less than two months from the date of posting information that the economic company is in the process of liquidation.

The liquidation commission (liquidator) of the economic company takes all possible measures for revealing the creditors and reception of the payments on the accounts receivable, notifies the creditors, in writing, on the liquidation of the company, and takes other measures concerning the liquidation.

After the expiration of term for submitting the claims by the creditors, the liquidation commission (liquidator) of the economic company draws up the intermediate liquidation balance, which contains data on the list of property of liquidated economic company, the list of the claims submitted by the creditors, and on the results of consideration of these claims.

The intermediate liquidation balance should be approved by the general meeting of participants of the economic company.

After termination of settlements with creditors the liquidation commission (liquidator) of the economic company draws up the liquidation balance which is approved by the general meeting of participants of the economic company.

Article 26. Satisfaction of claims of the creditors at liquidation of the economic company

Payment of money to the creditors of the liquidated economic company is made by the liquidation commission (liquidator) in accordance with the procedure and in sequence established by the legislative acts, in accordance with the intermediate liquidation balance.

If monetary means of the liquidated economic company are insufficient for satisfaction of claims of the creditors, the liquidation commission (liquidator) shall carry out the public sale of property of the economic company in the order established by the legislation.

If, after liquidation of the economic company, it would be proved that this company, with the purposes of avoidance of the liability to the creditors, has transmitted to other person or otherwise has intentionally hidden at least part of the property thereof, the creditors, who have not received complete satisfaction of the claims within the limits of liquidation proceedings, have the right to levy execution upon this property for the non-paid part of the debt. In this case, the rules of settlements at the return of the property from the illegal possession, established by the Civil Code of the Republic of Belarus, are accordingly applied.

Article 27. Distribution of property at liquidation of the economic company between the participants thereof

At liquidation of the economic company, the property thereof, remained after settlements with the creditors, is distributed by the liquidation commission (liquidator) between the participants of the economic company in accordance with the order of priority established by this Law for various forms of the economic company.

The property, given by the founders (participants) in possession and use of the economic company for the specific term as the contribution to the statutory fund of the economic company, at liquidation of the economic company, is subject to return by the liquidation commission (liquidator) to these founders (participants) in kind, taking into consideration the natural wear and tear.

At liquidation of the economic company, the claims of each following turn of the participants thereof are satisfied after complete satisfaction of claims of the previous turn.

If at liquidation of the economic company, the property remained is insufficient for the full satisfaction of the claims of participants of one turn, the claims are satisfied using the available property, proportionally to the claims of these participants.

CHAPTER 3
STATUTORY FUND AND OTHER FUNDS, PROPERTY AND SECURITIES OF THE ECONOMIC COMPANY

Article 28. Statutory fund of the economic company

At formation the economic company, the statutory fund thereof is formed in accordance with the procedure established by this Law and other legislation.

The statutory fund of the economic company determines the minimum amount of property of this company, guaranteeing the interests of the creditors thereof.

The terms of formation of the statutory fund of the economic company, corresponding to the form, kind and scope of activity of the economic company, are established by the legislation.

If at the end of the second and every following financial year the cost of net assets of the economic company is less than the statutory fund, this company is obliged, not later than within six months after the end of the respective financial year, to decrease its statutory fund to the size not exceeding the value of its net assets.

In case of making the decision on decreasing the statutory fund, the economic company should, within thirty days after the date of adopting such decision, notify the creditors of the company, in writing, on the decreasing of the statutory fund of the company and on its new amount of this fund, or place the notification on the decision in the global computer network Internet on the official site of the law scientific and practical journal “Yustitsia Belarusi” with subsequent publication in the annex to the said journal.. The creditors of the economic company have the right, within thirty days after the date of sending the notification to them, or within thirty days after the date of placement of the notification on the adopted decision, to claim, in writing, for the termination or fulfilling of the corresponding obligations of the economic company before due date, and for the compensation of losses.

The economic company also has the right to make a decision on changing the statutory fund thereof in other cases in accordance with the procedure established by this Law.

Article 29. Contributions to the statutory fund of the economic company

The contributions to the statutory fund of the economic company can be things, including money and securities, and other property, including property rights, or other alienated rights having a money value.

The property being contributed to the statutory fund of the economic company must belong to the founders (participants) on the right of ownership, right of economic management or of operative administration. The property cannot be contributed to the statutory fund of the economic company, if the right for the alienation thereof is limited by the owner, by the legislation or by the agreement.

The statutory fund of the economic company may not be formed completely by non-money contributions in the form of property rights. With regard to that the volume of property rights contributed to the statutory fund of the economic company may not exceed 50 percent of the statutory fund of the economic company. The statute of the economic company may determine kinds of property that may not be contributed to the statutory fund of this company.

When a non-monetary contribution to the statutory fund of an economic company is made, an assessment of its value must be conducted. In the event of performing an independent assessment of the value of a non-money contribution being made to the statutory fund of the economic company, the expert examination of this assessment is not made.

If the right for using the property for a limited term is contributed by the founders (participants) to the statutory fund of the economic company, the value of such contribution is determined on the basis of the rent calculated for the full before-mentioned term in accordance with the procedure established by the legislation. In case of termination of the right for using the property or liquidation of the economic company before the term specified, the contribution of the participant is considered as not contributed in the amount equal to the amount of the rent for the period remained, unless otherwise provided by the statute. The risk of accidental loss, accidental breakdown or the accidental damage to the property contributed in the form of non-money contribution to the statutory fund of the economic company, is assigned to this company.

It is not allowed to exempt the founder (participant) of the economic company from the duty to make a contribution to the statutory fund (payment of stakes, shares) of the economic company. It is allowed to set off monetary claims against an economic company when making additional contributions to the statutory fund (payment for shares of an additional issue) in the cases established by part fourteen of Article 76, part eight of Article 105 of this Law and by other legislative acts.

In economic companies, in the statutory funds of which stakes (shares) belong to the Republic of Belarus and/or its administrative-territorial units, offsetting monetary claims against the economic company when making additional contributions to the statutory fund (paying for shares of an additional issue) is allowed upon consent of the President of the Republic Belarus.

Article 291. Contributions to the property of the economic company that do not lead to an increase of the statutory fund of the economic company and change in the size of stakes (nominal value of shares) belonging to its participants

In order to provide financial and economic support for the activities of an economic company, its participants are entitled to make gratuitously contributions to the property of the economic company that meet the property requirements provided for in parts one and two of Article 29 of this Law, which do not lead to an increase of the statutory fund of the economic company and to a change in the size of stakes (nominal value of shares) belonging to its participants. The specified contributions to the property of the economic company are made on the basis of a contract concluded between the participant and the economic company.

Article 30. Reserve fund and other funds of the economic company

In the cases established by the legislation, the reserve funds are formed in the economic company. The amount, the sources and the procedure of formation and using of the reserve funds is established by the legislation.

The economic company can make up other funds, formed and used in accordance with the legislation or with the statute of the economic company.

Article 31. Property of the economic company

The property of the economic company includes:

property submitted by the founders (participants) of the economic company to the statutory fund thereof as the contributions;

property contributed by participants of the economic company in the form of contributions in the order established by Article 291 of this Law;

property acquired by the economic company in the process of implementation of the business activity;

earnings obtained as a result of using the property (yields, production, incomes) unless otherwise provided by the legislation or the agreement on using this property;

property of the unitary enterprises and institutions founded by the economic company;

the property acquired by the economic company on other grounds permitted by the legislation.

Compulsory seizure of property of the economic company is prohibited, except for the cases provided by the legislative acts, or in accordance with the court ruling.

The property can be transferred to the economic company for possession and using in accordance with the procedure established by the legislation.

Formation of property of the economic companies newly formed as a result of reorganization of other economic companies or legal persons of other organizational and legal forms is carried out only at the expense of the property of economic companies and legal persons of other organizational and legal forms, being reorganized.

Article 32. Securities of the economic company

The economic company carries out issuance of issuing securities in cases and in accordance with the procedure established by this Law and the legislation on securities.

The economic company has the right to grant non-issuing securities in accordance with the procedure established by the legislation on securities.

The economic company shall ensure the state registration (registration) of securities issued or granted thereby in the order established by the legislation.

CHAPTER 4
BODIES OF THE ECONOMIC COMPANY AND MANAGEMENT IN THE ECONOMIC COMPANY

Article 33. General provisions on the bodies of the economic company

The bodies of the economic company are the managing bodies of the economic company and the controlling bodies thereof. The procedure of formation the bodies of the economic company and election of the members thereof is determined by this Law, other legislative acts and the statute of the economic company.

The supreme managing body of the economic company is the general meeting of participants of the economic company. In an economic company consisting of one participant, that participant exercises the powers of the general meeting of participants of the economic company.

In the economic company, the following managing bodies are also formed:

the board of directors (supervisory board), in accordance with this Law, other legislative acts and the statute;

the executive body of the economic company, the collective executive body (board or directorate) and/or the sole executive body (director or director general), in accordance with this Law and the statute.

The controlling body of the economic company is the inspecting commission or the inspector of the economic company. The general meeting of participants of the economic company can also form other controlling bodies, if formation of such bodies is provided by the statute in accordance with this Law.

The board of directors (supervisory board), executive and controlling bodies are accountable to the general meeting of participants of the economic company, and in the economic company consisting of one participant – to that participant.



Members of the bodies of an economic company in the exercise of their rights and performance of duties:

must act on the basis of openness (bring to the notice of the general meeting and the board of directors (supervisory board) of the economic company information in accordance with the requirements of this Law, other legislation, with the statute and/or local legal acts of the economic company, as well as bring other information that may influence the performance by the members of that board of their powers) in the interests of that company in good faith and reasonably;

must ensure equal and fair attitude to all participants of the economic company;

must not use the property of the economic company or allow its use not in accordance with the statute of that company, decisions of the general meeting of participants and/or of the board of directors (supervisory board), as well as for personal purposes;

must not evade fulfilling their duties provided for by this Law and the statute of the economic business company.

Members of bodies of the economic company, in accordance with the competence thereof, are liable before the economic company for the losses caused to this company by their culpable actions (culpable omission) in accordance with the procedure established by the statute of the economic company and by the legislation. However, the members of bodies of the economic company are not liable, unless otherwise provided by Article 57 of this Law, for such losses, if they have voted against the decisions which has entailed the losses for the company, or have not took part in such voting, and also in other cases established by the legislative acts. In the event when several members of bodies of the economic company are liable, their liability before the economic company is joint and several. In the event of refusal of members of the bodies of the economic company to reimburse the losses voluntarily, the losses may be collected for the company in the court on the claim of the company itself, of members of the board of directors (supervisory board) , and also of participants of the economic company authorized by the decision of the general meeting, taken by the majority not less than three quarters of the votes of persons which have participated in that meeting.

Article 34. Exclusive competence of the general meeting of participants of the economic company

The exclusive competence of the general meeting of participants of the economic company includes:

change of the statute of the economic company;

change of the amount of the statutory fund of the economic company;

formation of bodies of the economic company;

election of the members of the board of directors (supervisory board) and of the inspecting commission (inspector) of the economic company and the early termination of their powers with the exception of cases when in accordance with part six of Article 51 of this Law the powers of the member (members) of the board of directors (supervisory board) are terminated early without taking the decision of the general meeting of participants of the economic company;

approval of annual reports, annual accounting (financial) statements of the economic company (data of the inventory book of incomes and expenditures) and distribution of profit and losses of this company upon availability of and with regard to the opinion of the inspecting commission (inspector), and in the instances established by this Law – the auditing report;

making the decision on reorganization of the economic company and on the approval of the transfer act or splitting balance;

making the decision on liquidation of the economic company, establishing of the liquidation commission, appointment of the chairman thereof or the liquidator, approval of intermediate liquidation balance and liquidation balance, except for the cases when the decision on liquidation of the company is made by the registering body or by the court in accordance with the legislative acts;

determination of the sums of fees and refunds of charges for the members of the board of directors (supervisory board), of the inspecting commission (inspector) of the economic company for fulfilling their duties;

approval of local legal acts of the economic company, in the cases provided by this Law;

granting the right on one-time adoption of the decisions on the specific matters, not included in the exclusive competence of the general meeting of participants of the economic company, to other managing bodies of the economic company;

determination of the procedure of general meeting of participants of the economic company, in the aspects not stipulated by this Law, other legislation, the statute and local legal acts of the economic company;

approval of the quantitative and personal composition of the counting commission and early termination of the powers of its members;

resolving other matters provided for by this Code and other legislative acts.

The statute of the economic company can provide including of another matters in the exclusive competence of the general meeting of participants of the economic company.

The matters included in the exclusive competence of the general meeting of participants of the economic company, cannot be assigned for the decision by other managing bodies of the company.

Article 35. Competence of the general meeting of participants of the economic company

The competence of the general meeting of participants of the economic company includes:

determination of the basic directions of activity of the economic company;

election of the sole executive body and the members of the collective executive body of the economic company and the early termination of their powers with the exception of cases when in accordance with part three of Article 54 of this Law the powers of the sole executive body and of a member of the collective executive body are terminated early without adoption of the decision of the general meeting of participants of the economic company;

decision on creation of associations of legal persons not being legal persons and on participation in such associations;

making the decisions on establishing and liquidation of representations and branches of the economic company;

making the decision on establishing of other legal persons, and on participation in the activities thereof;

making the decisions on founding, reorganization and liquidation of the unitary enterprises and institutions by the economic company;

determination of terms of remuneration for the work of members of the executive bodies of the economic company, or payment of services of the managing organization (managing director);

approval of the independent assessment of value of non-money contributions to the statutory fund of the economic company on the basis of the conclusion on the assessment and/or expert opinion on the accuracy of the internal assessment of the value of the non-money contributions;

making the decisions on granting the gratuitous (sponsor's) help in accordance with the legislative acts;

making the decisions on the other matters provided by this Law.

The matters which are, in accordance with part one of this Article, included in the competence of the general meting of participants of the economic company, can be included, in accordance with the statute, to the competence of the board of directors (supervisory board) of the economic company.

The matters included, in accordance with part one of this Article, in the competence of the general meeting of participants of the economic company, cannot be assigned for the consideration of the executive body of the economic company, with the exception of matters of formation and liquidation of the representations and branches of the company; the latter can be included, in accordance with the statute, in the competence of the executive body, if the formation of the board of directors (supervisory board) of the economic company is not provided, as well as of the matter of providing gratuitous (sponsorship) assistance in accordance with part four of this Article.

The issue of providing gratuitous (sponsored) assistance by the statute of the economic company may be delegated to the decision of its executive body with imposition on it of the duty to report quarterly on the provision of such assistance to the board of directors (supervisory board) of this company or the general meeting of participants of the economic company unless the formation of a board of directors (supervisory board) is provided for in the economic company.

Article 36. General meeting of participants of the economic company

In cases and in accordance with the procedure established by this Law and the statute of the economic company, annual and extraordinary general meetings of the participants of the economic company should be convened and carried out.

The economic company is obliged to hold annually the annual general meeting of participants of the economic company, on which annual reports, accounting balance sheets, reports on profit and losses (data of the inventory book of incomes and expenditures) and distribution of profit and losses are to be approved. Approval of annual reports, annual accounting (financial) statements (data of the inventory book of incomes and expenditures) and distribution of profit and losses of the economic company are carried out upon availability of and with regard to the opinion of the inspecting commission (inspector), and in the instances established by this Law – the auditing report;

The annual general meeting of participants of the economic company is carried out in time, established by the statute, but not later than within three months after the expiration of fiscal year. In the event when the authorized body of the economic company does not convene the annual general meeting of participants of the economic company under the established procedure, it may be convened by bodies or participants (participant) of the economic company, which have the right to demand carrying out the extraordinary general meeting. At the annual general meeting of participants of the economic company, the matters of election of the members of the board of directors (supervisory board) (if the formation thereof is provided by this Law, other legislative acts, and the statute of the economic company) and of the inspecting commission (inspector) should also be considered.

The general meetings of participants of the economic company are convened and carried out by the authorized body of the economic company or, in the cases established by this Law, by other bodies of the company, or by the participants requiring the convocation of the extraordinary general meeting of participants of the economic company. In the cases established by legislative acts, the carrying out of an extraordinary general meeting of participants of the economic company may be demanded by other persons.

The general meeting of participants of the economic company is held under the procedure established by this Law and the statute, and in the part not regulated by them – by local legal acts of the economic company approved by the general meeting of its participants and/or by decisions of this meeting.

Additional requirements for the preparation, convocation and carrying out the general meeting of participants of the economic company, with the exception of the requirements established by this Law, can be specified by the appropriate local legal act of the economic company, approved by the general meeting of participants thereof.

Provisions of this Article determining the procedure and terms for convening and holding a general meeting of participants of the economic company shall not apply to an economic company consisting of one participant, with the exception of the period established by part three of this Article for conducting an annual general meeting of participants of the economic company, during which that participant must adopt decisions on the issues provided for in parts two and three of this Article.

Article 37. Persons having the right for participation in the general meeting of participants of the economic company

The persons having the right for participation in the general meeting of participants of the economic company, are the following:

the participants of the economic company or the persons authorized for participation in the general meeting by the power of attorney issued by the participants of the economic company;

other persons determined in part eleven of Article 13 of this Law.

Article 38. Preparation for carrying out the general meeting of participants of the economic company

The authorized body of the economic company, in the terms established by the statute in accordance with this Law, makes a decision on carrying out the general meeting of participants of the economic company, specifying:

date, time and location (the address) of carrying out the general meeting of participants of the economic company;

the agenda of general meeting of participants of the economic company, with the formulations of draft decisions on each matter;

the form of carrying out the general meeting of participants of the economic company, if it is not specified by the statute or the bodies of the economic company, the participants thereof or by the audit organization (auditor carrying out activity as an individual entrepreneur hereinafter – auditor – individual entrepreneur)), demanding the convocation of an extraordinary general meeting of participants of the economic company in the cases provided by this Law;

form of voting on each point of the agenda;

form, text and mode of sending the ballot, in case of voting by ballots or absentee voting;

the form and the text of the card, in case of open voting by cards;

deadline for accepting proposals for the agenda of the extraordinary general meeting of participants of the economic company and proposals for nominating candidates to the board of directors (supervisory board), the inspecting commission (inspectors), the executive body of the economic company, if the agenda includes issues on the election of members of the bodies of the economic company;

deadline for filing demands for an independent assessment of the value of shares, if the agenda of the general meeting of shareholders includes issues, decisions on which may entail the shareholders' right to demand the redemption of shares of that company;

the procedure of notification of the persons having, in accordance with Article 37 of this Law, the right to participate in the general meeting of participants of the economic company (hereinafter referred to as the persons having the right for participation in the general meeting), concerning carrying out the general meeting, if this procedure is not specified by the statute;

list of data (documents) for the general meeting of participants of the economic company and the procedure of providing thereof for the persons having the right for participation in the general meeting (the procedure of familiarization of those persons with the information (documents)), at preparation for carrying out this meeting. In the event of conducting a general meeting of participants of the economic company, the agenda of which includes issues on the election of members of the bodies of the economic company, the specified list must include information on the nominated candidates for the elected (formed) bodies of the economic company. When participants of an economic company send proposals on nominating candidates to the board of directors (supervisory board), inspecting commission (inspectors), executive body after the date of adoption of the decision by the authorized body of the economic company to conduct a general meeting of participants of the economic company, but not later than the deadline for accepting such proposals, information on changes in the list of nominated candidates, as well as on additionally nominated candidates, shall be brought to the notice of persons entitled to participate in the general meeting, not later than seven days before the date of the general meeting of participants of the economic company in the same order in which the list of information (documents) is provided to the general meeting of the participants of the economic company;

the procedure of registration of the persons having the right for participation in the general meeting.

If it is necessary to make changes and/or additions to the wording of draft decisions on issues on the agenda of the general meeting of participants of the economic company, the text of a bulletin or voting card, a list of information (documents) for the general meeting of participants of the economic company, the authorized body of the economic company has the right to adopt a decision on introduction of appropriate changes and/or additions not later than seven days before the date of the general meeting of participants of the economic company, unless another period is provided for by the statute of the economic company.

Information on the introduction of changes and/or additions specified in part two of this Article shall be brought to the notice of persons having the right to participate in the general meeting, not later than five days before the date of the general meeting of participants of the economic company, unless another period is provided for by the statute of the economic company, in the same order in which information (documents) is provided to the general meeting of participants of the economic company.

The decision on carrying out the general meeting of participants of the economic company can also contain other information, which is reasonable in each specific case.

Article 39. Notification on carrying out the general meeting of participants of the economic company

Persons having the right to participate in the general meeting are notified about the conducting of the annual general meeting of the participants of the economic company by the authorized body of the economic company at least thirty days before the date of its conducting, unless another period is provided for by the statute of the economic company, and in the case of an extraordinary general meeting of participants of the economic company - at least ten days before the date of that meeting, unless another period is provided for by the statute of the economic company.

If the agenda of the general meeting of participants of an economic company includes issues on the election of members of the board of directors (supervisory board), executive body, inspecting commission (inspector), persons having the right to participate in the general meeting must be notified about the conducting of such a meeting at least twenty days before the date of the general meeting of participants of the economic company, unless another period is provided for by the statute of the economic company. In the event if the agenda of the general meeting of participants of an economic company includes issues on the election of members of the board of directors (supervisory board) by cumulative voting, persons having the right to participate in the general meeting must be notified about the conducting of such a meeting at least fifty days before the date of its conducting, unless another period is provided for by the statute of the economic company.

For the purposes of this Law, cumulative voting is understood as a method of voting, where the number of votes, belonging to each participant of the economic company or other person having the right for participation in the general meeting, is multiplied by the number of persons which should be elected in the board of directors (supervisory board) . In such a case, the participant of the economic company or other person having the right for participation in the general meeting, have the right to give the votes, obtained thus, completely for one candidate, or to distribute these votes between two or more candidates.

Concerning the conducting of the repeated general meeting of participants of the economic company in accordance with part two of Article 43 of this Law, persons having the right to participate in the general meeting should be notified at least than ten days prior to the date of its conducting, unless another term is provided by the statute of the economic company.

Persons having the right to participate in the general meeting shall be notified about the conducting of a general meeting of participants of the economic company by sending information about the conducting of the general meeting of participants of the economic company by registered mail or by handing it over to each of the specified persons against signature or, if it is provided for by the statute of the economic company, by publishing that information in a print media available to all members of the economic company determined by the statute of the economic company, and/or by posting it on the site of the economic company in the global computer network Internet.

The economic company is entitled to provide in its statute the possibility of additional sending information to persons having the right to participate in the general meeting by sending a notification containing the procedure for familiarizing with information about the conducting of the general meeting of participants in the economic company to the contact phone number or e-mail address of a person having the right to to participate in the general meeting.

The information about conducting the general meeting of participants of the economic company shall contain:

the name and the location of the economic company;

date, time and location (the address) of carrying out the general meeting of participants of the economic company;

the agenda of the general meeting of participants of the economic company;

the body of the economic company or another persons convening the general meeting of participants of the economic company, the ground for its convening (in the event of convening and holding of the extraordinary general meeting of participants of the economic company);

the procedure for the persons having the right for participation in the general meeting to get knowledge of the information (documents) subject to be presented when preparing the holding of this meeting with indication of the address where it can be familiarized with;

the procedure of registration of the persons having the right for participation in the general meeting;

other data provided by the statute of the economic company and/or the decision on holding the general meeting of participants of the economic company.

Prior to the holding of the annual general meeting of participants of an economic company, its executive body is obliged to prepare information on the activities of this company for the reporting period, which must contain:

information on annual remuneration to members of the board of directors (supervisory board);

information on annual amount of the remuneration of members of the executive bodies of the economic company, annual amount of payment of services of the managing organization (managing director);

information on the gratuitous transfer or sale of stakes in the statutory fund (shares) of the economic company to members of the management bodies and/or employees of the economic company;

overview of the most important events in the activities of the economic company that occurred during the reporting period;

name of economic companies, size of stakes in the statutory funds (number of shares) belonging to the economic company;

size of stakes in the statutory fund (number of shares) alienated by the economic company in the reporting period;

size of stakes in the statutory fund (number of shares) acquired by the economic company in the reporting period;

information on major transactions, other transactions, for making a decision on the conclusion of which, in accordance with the statute of the economic company, the procedure for adoption of a decision on the conclusion of a major transaction applies, as well as on transactions of the economic company in the performance of which there was an interest of its affiliated persons, to the extent determined by part ten of Article 57 of this Law;

plans and forecasts of the activities of the economic company for the next financial year;

indicators characterizing the dynamics of changes in the value of net assets and the statutory fund of the economic company for the last three completed financial years, including the reporting year, or, if the economic company has been operating for less than three years, for each completed financial year;

results of the analysis of the reasons and factors that, in the opinion of the authorized body of the economic company, led to a decrease in the value of net assets;

list of measures on bringing the value of the net assets of the economic company into line with the size of its statutory fund, if, based on the results of the financial year, the value of the net assets of the economic company turns out to be less than the size of the statutory fund;

other information, the obligation to bring which to the notice of the participants of the economic company is provided for by this Law, other legislation, the statute and/or local legal acts of that company.

At the initiative of the executive body of the economic company, authorized body of the economic company, information on the activities of that company for the reporting period may also include other data.

At least twenty days before the annual general meeting of participants of the economic company, information on the activities of that company for the reporting period must be available for familiarization to persons having the right to participate in the general meeting of participants of the economic company, in the places whose addresses are indicated in the notification about the holding of the general meeting. This information should be available to persons participating in the general meeting, also during its holding.

The economic company is obliged to store information on the direction (publication) of the information provided for in this Article for three years from the date of conducting the corresponding general meeting of participants of the economic company.

Article 40. Proposals for the agenda of the general meeting of participants of the economic company

The persons having the right for participation in the general meeting, in accordance with the procedure provided by the statute of the economic company, have the right to make proposals, in writing, on inclusion of the items in the agenda of the general meeting of participants of the economic company and on the nomination of candidates members of the board of directors (supervisory board) and the inspecting commission (inspector), and also on the nomination of candidates for the executive body of the economic company.

The number of candidates, nominated in one proposal, cannot exceed the number of persons in the corresponding body of the economic company.

The proposal for the agenda of the general meeting of participants of the economic company should contain the name of the natural person or the name of the legal person, number of votes thereof on the general meeting of participants of the company, the formulation of each of the items proposed for the agenda. The proposal for the agenda on the nomination of candidates in the elected (formed) bodies of the economic company should contain also the name of each nominated candidate, the name of the body of the economic company for which the candidate is nominated and other data on the candidate, in accordance with the statute. Inclusion on the agenda of a proposal on nomination of candidates to elected (formed) bodies of the economic company is made with their consent obtained under the procedure established by the statute or a local legal act of the economic company approved by the general meeting of its participants. The persons having the right, in accordance with part one of this article, the right for making the proposals, can also propose the formulation of the draft decision on each of the items proposed. The proposal should be signed by the persons who have made this proposal.

Proposals for the agenda of the annual general meeting of participants of the economic company should arrive not later than thirty days after expiration of the accounting year, if other terms of arrival of such proposals are not provided by the statute.

Proposals for the agenda of an extraordinary general meeting of participants of the economic company must arrive not later than seven days prior to the date of conducting that meeting, unless another period is provided by the statute of the economic company. If one of the issues on the agenda of an extraordinary general meeting of participants of the economic company is the election of members of the board of directors (supervisory board), executive body, inspecting commission (inspector), proposals on nominating candidates to those bodies must be received not later than ten days before the date of that meeting, unless the statute of the economic company provides for another period for their receipt. In the event of election of members of the board of directors (supervisory board) by cumulative voting, proposals for the agenda of an extraordinary general meeting of participants of the economic company must be received not later than thirty days before the date of conducting that meeting, unless another period is provided for by the statute of the economic company.

In the event that the number of proposals for nominating candidates to the bodies of the economic company turns out to be less than the number determined by the statute of the economic company, or if such proposals have not been received, the authorized body of the economic company is entitled to make a proposal to nominate candidates to the composition of the specified bodies. Inclusion on the agenda of proposals on nomination of candidates to bodies being elected (formed) of the economic company shall be carried out with their consent obtained under the procedure established by the statute or a local legal act of the economic company approved by the general meeting of its participants.

Article 41. Agenda of the general meeting of participants of the economic company

The agenda of general meeting of participants of the economic company is drawn up by the authorized body of the economic company at own discretion thereof, and on the basis of proposals of the persons having the right for making the proposals for the agenda. The agenda of the general meeting of participants of the economic company should contain full list of explicitly formulated items submitted for consideration.

The authorized body of the economic company not later than ten days after the end of the period established for the receipt of proposals on the agenda of the annual general meeting of participants of the economic company, and in the case of conducting an extraordinary meeting of participants of the economic company – not later than three days after the end of the period established for the receipt of proposals on the agenda of the extraordinary meeting, is obliged to consider those proposals and make a decision to adopt a decision about taking them into account or to refuse to accept them if:

the procedure of making the proposals, established by this Law and by the statute, is infringed by the participant (participants);

the proposals are not within the competence of the general meeting of participants of the economic company;

the proposals do not meet the requirements of this Law and other legislative acts;

the candidates, nominated for the formed bodies of the economic company, do not meet the requirements established by this Law, statute and/or the local legal acts of the economic company, approved by the general meeting of participants thereof.

In case of rejection of the proposals, the authorized body of the economic company must send its reasoned decision about refusal to the person who introduced those proposals within five days from the date of its adoption.

The authorized body of the economic company should never make any changes in the formulations of the items, proposed for inclusion in the agenda of the general meeting by persons having the right on making proposals for the agenda.

In case of making the decision on changing the agenda of the general meeting of participants of the economic company, determined at making the decision on the convocation and carrying out the meeting, the authorized body of the economic company should, in accordance with the procedure established by the statute or by this body within the term established by the statute, but not less than ten days prior to the date of the general meeting, inform the persons, having the right for participation in the meeting, on the change of the agenda.

The decision of the authorized body of the economic company on the reasoned rejection of the proposals for the agenda, or evasion of this body from making the appropriate decision, can be contested in the court by the persons who have made these proposals.

Article 42. Form of carrying out the general meeting of participants of the economic company

The general meeting of participants of the economic company can be carried out in the in-person, absentee or mixed form.

The in-person form of carrying out the general meeting of participants of the economic company provides joint presence of the persons having the right for participation in this general meeting, at consideration of items of the agenda of the meeting and at making the decisions on them. In that instance, the statute of the economic company may provide for the possibility of joint presence of persons having the right to participate in this meeting, remotely using remote service systems.

At carrying out the general meeting of participants of the economic company in the absentee form, the opinion of the persons having the right for participation in that general meeting, concerning the items of the agenda of the meeting, submitted for voting, is determined through their written survey and/or survey using remote service systems (absentee voting).

A mixed form of holding a general meeting of participants of the economic company provides persons having the right to participate in that meeting with the right to vote on issues of the agenda of the meeting either during joint attendance at the meeting, including remotely using remote service systems, or through a written survey and/or survey using remote service systems (absentee voting).

Article 43. Competency (quorum) of the general meeting of participants of the economic company

The persons who have been registered for participation in the general meeting of participants of the economic company, and/or persons whose filled ballots were obtained in accordance with the procedure established by the statute of the economic company, are considered as persons participated in the meeting. In the event that a voting ballot is sent using remote service systems, such method of sending the ballot should make it possible to reliably establish that the corresponding ballot was sent by a person entitled to participate in the general meeting.

The general meeting of participants of the economic company is considered as competent (having the quorum), if the participants thereof have, in total, more than fifty percent of votes from the total number of the votes belonging to the participants of the economic company, if greater number of votes is not provided for the quorum by the statute of the economic company. In case of absence of the quorum established, the annual general meeting of participants of the economic company should be conducted, and extraordinary general meeting of participants of the economic company may be conducted repeatedly with the same agenda. Repeated general meeting of participants of the economic company has the quorum, if the participants thereof have, in total, more than thirty percent of votes from the total number of votes, if greater number of votes is not provided for the quorum by the statute of the economic company. Notification on holding a repeated general meeting of participants of the economic company is carried out in the order established by Article 39 of this Law.

At carrying out the general meeting of participants of the economic company in the in-person form, the registration of the persons, having the right for participation in the general meeting, is carried out subject to submitting the documents confirming their powers, and competency (presence of a quorum) of this meeting is determined. The persons who were not registered have not the right to participate in voting.

At determination of the quorum of general meeting of participants of the economic company, carried out in the absentee or mixed form, the votes submitted by the voting ballots, obtained in accordance with the procedure established by the statute of the economic company, shall be considered.

For confirmation of the quorum and for counting of votes at making the decisions by the general meeting of participants of the economic company concerning the agenda, in the cases and for the term specified in the statute of the economic company, the counting commission may be formed, the numerical and personal composition of which is to be approved by the general meeting participant of the economic company. The order of submitting proposals on the quantitative and personal composition of the counting commission, as well as the order of electing the counting commission, are determined by the statute of the economic company. The formation of the counting commission of a joint-stock company is mandatory in the case provided by part one of Article 82 of this Law.

Article 44. Carrying out of the general meeting of participants of the economic company

The general meeting of participants of the economic company should never make the decisions concerning the matters not included in the agenda of the meeting, or make changes in the agenda, with the exception of the case when such decision is made unanimously by the general meeting, in which all the persons are participating, having the right for participation in this general meeting, unless otherwise provided by the statute.

The general meeting of participants of the economic company, carried out in the in-presence or mixed form, is presided by the chairman elected for the term and in accordance with the procedure specified by the statute and/or by this meeting. The person carrying out the powers of the sole executive body, or the chairman of the collective executive body of the economic company or the board of directors (supervisory board) can preside over the general meeting of participants of the economic company, unless otherwise provided by the statute and by this Law. Keeping the report of proceedings of the general meeting of participants of the economic company is carried out by the secretary of the meeting, elected or appointed in accordance with the procedure determined by the statute, if it is provided by the statute. In other cases, keeping the report of proceedings of the general meeting of participants of the economic company is provided by the chairman of this general meeting.

Article 45. Decision of the general meeting of participants of the economic company

At making the decision by the general meeting of participants of the economic company, the number of votes being in possession of the participant of this company is proportional to the size (quantity) of a stake belonging to this person in the statutory fund (shares) of the company; the number of votes being in possession of any other person having the right for participation in the general meeting is proportional to the size (quantity) of a stake of the statutory fund (shares), the right on which or the right management to which has been acquired by this person. Other procedure of determination of the number of votes being in possession of the participants of limited liability company or additional liability company can be established by the statutes thereof.

The decision of the general meeting of participants of the economic company is made by simple majority of votes (more than fifty percent) of the persons participating in the meeting, with the exception of the cases provided by this Law and the statute of the economic company, when, for making the decisions on some specific items, the qualified majority of the number of votes of before-mentioned persons or of the total number of votes of participants of the economic company is required, or when the decision is made unanimously by before-mentioned persons or by all the participants of the economic company. The decision of the general meeting of participants of the economic company on approval of local legal acts in the instances provided by this Law are to be taken by the majority on not less than three quarters of the number of votes of the persons having participated in the general meeting of its participants.

Decisions of the general meeting of participants of an economic company on the election of members of the board of directors (supervisory board) may be adopted by a simple majority (more than fifty percent) of the votes of the persons participating in that meeting, or by means of cumulative voting, with the exception of the case provided for in part two of Article 84 of this Law. The statute of the economic company may determine only one of the specified options for the order of adopting decisions on the election of members of the board of directors (supervisory board). If members of the board of directors (supervisory board) are elected by cumulative voting, the candidates who have received the largest total number of votes are considered elected to the board of directors (supervisory board).

Decisions of the general meeting of participants of the economic company can be made in the form provided by the statute of the economic company in accordance with this Law, by the open voting or by the ballot voting. The statute may stipulated an open voting by cards.

Decisions of the general meeting of participants of the economic company may be adopted by holding absentee voting without the direct presence of persons having the right to participate in the general meeting.

Decisions adopted by the general meeting of participants of the economic business company shall be announced at that meeting and brought to the attention of its participants in the order provided for the notification on holding the general meeting of participants of that economic company, not later than ten days after the end date of the general meeting of participants of the economic company.

A decision of the general meeting of participants of the economic company, adopted with infringement of the requirements of this Law or other legislation or the statute of the economic company and infringing the rights and/or legal interests of a participant (former participant) of that company, may be appealed in court by the participant (former participant) of the joint-stock company within three months, or, and by the participant (former participant) of a limited liability company or additional liability company, within two months from the day when they learned or should have learned about the adoption of such a decision.

Taking into account all the circumstances of the case, the court is entitled to uphold the contested decision in the presence of the combination of the following circumstances:

violations committed are not material;

voting of the participant (former participant) of the economic company who contests the decision of the general meeting of participants of the economic company could not affect the voting results;

execution of the decision does not entail the infliction of losses on the economic company and its participant (former participant), who contests the decision of the general meeting of participants of the economic company, as well as the occurrence of other adverse consequences for the said persons.

If the court satisfied the claim of the participant (former participant) on contesting the decision of the general meeting of the participants of the economic company, such a decision is considered invalid from the moment of its adoption.

In an economic company consisting of one participant, written decisions of that participant shall be viewed as decisions of the general meeting. In the event that the sole participant of the economic company is another economic company, the statute of the latter must determine the body authorized to adopt decisions on issues attributed by the statute of the first economic company to the competence of the general meeting of its participants.

Article 46. Absentee voting

Absentee voting is carried out only by voting ballots. In that case, the authorized body of the economic company, in the decision on carrying out the absentee ballot, should determine the method of sending the ballots for the persons having the right for participation in the general meeting, the method and the place (with the address specified) of submissions of the filled ballots to the economic company and the final date of reception of the filled ballots, which cannot be established later than two days prior to the date of carrying out the general meeting, as well as the person (persons) authorized to count votes in absentee voting and sign the protocol according to the results of its holding.

The ballot for absentee voting should contain:

the name of the natural person (name of the legal person) having the right to participate in the general meeting of participants of the economic company and the number of votes thereof on the general meeting of participants of the company;

the name and the location of the economic company;

place (with the address specified), method of presentation and final date of submission of the ballots for the absentee voting;

date and place of general meeting of participants of the economic company, date of counting the votes for the absentee voting;

the agenda of the general meeting of participants of the economic company;

the formulation of items, voting on which is carried out using the ballot, and the formulation of decisions on each item;

the choices for voting on each item, expressed by the words “for”, “against”, "abstain";

explanation of the procedure of filling the ballot on each item;

a mention notifying that the ballot for the absentee voting should be signed by the person having the right for participation in general meeting, and in the case of using remote service systems - a mention that such a method of sending a ballot should make it possible to reliably establish that the corresponding ballot was sent by a person having the right to participate in the general meeting.



Ballots for the absentee voting should be handed to the persons having the right for participation in the general meeting under their receipts, or sent to them by the registered letter or by another way provided by the statute or the local legal act of the economic company, approved by the general meeting of its participants, not later than thirty days prior to the date of carrying out the general meeting, if another term is not established by the constituent documents.

The ballot for the absentee voting of a natural person, having the right for participation in the general meeting, is signed by that natural person with the own hand thereof, with indication of identity documents or other data identifying that person, and in the case of using remote service systems - shall be sent by a method that makes it possible to reliably establish that the corresponding ballot is sent by a person having the right to participate in the general meeting.



The ballot for the absentee voting of a legal person, having the right for participation in the general meeting, may be sealed with the seal of that legal person, and in the case of using remote service systems - shall be sent by a method that makes it possible to reliably establish that the corresponding ballot is sent by a person having the right to participate in the general meeting.

At counting of votes at the absentee voting, the votes on those items, on which the ballot was duly filled by the person, having the right for participation in the general meeting, in accordance with the procedure specified in this ballot, and only one of possible choices of voting is noted.

The ballot for the absentee voting, at filling of which, the infringements of the requirements of this Article were committed, is considered void.

Article 47. Protocol of the general meeting of participants of the economic company

As a result of carrying out the general meeting of participants of the economic company, the report of proceedings of the general meeting of participants of the economic company should be drawn up, not later than within five days after the end date of the meeting.

Report of proceedings is to be signed (with signing of each page, including the decision enclosed to the report of proceedings) by the chairperson of the general meeting of participants of the economic company, the secretary (if available), and also by not less than two members of the counting commission (if available) or, if it is provided by the statute, the persons having participated in this meeting. In addition to mentioned persons the report of proceedings may be signed by other persons according to the decision of the general meeting of participants of the economic company. The list of persons registered for participation in the general meeting of participants of the economic company and/or persons whose filled ballots were obtained in accordance with the procedure established by the statute are to be enclosed to the report of proceedings. The list of persons registered for participation in the general meeting of participants of the economic company must contain the signatures of those persons, and in the case provided for by part two of Article 42 of this Law, the participation of persons having the right to participate in the general meeting using remote service systems must be confirmed in the order provided for by the statute of the economic company.

A copy of the minutes of the general meeting of participants of the economic company shall be provided to the participants of that company at their request in the order provided for by the statute of the economic company for providing information about the economic company. For providing a copy of the minutes, the payment may be levied the size of which should not exceed actual costs making it.

Article 48. Grounds for carrying out the extraordinary general meeting of participants of the economic company

The extraordinary general meeting of participants of the economic company is carried out in accordance with the decision of the authorized body of the economic company on the following grounds:

own initiative;

requests of the other managing bodies of the economic company;

requests of the inspecting commission (inspector) of the economic company;

requests of the audit organization (or the auditor - the individual businessman);

demands of participants (participant) of the economic company having, in total, not less than ten percent of votes, from the total number of votes of participants of the economic company, unless otherwise established by part eleven of Article 571 and part three of Article 108 of this Law;

demands of other persons in the cases established by legislative acts.

A request to hold an extraordinary general meeting of participants of the economic company must formulate the issues to be included in the agenda. A request to hold an extraordinary general meeting of participants of the economic company may contain the wording of draft decisions on each of those issues, as well as a proposal on the form of holding such a meeting.

The authorized body of an economic company is not entitled to amend the wording of agenda issues and draft decisions on those issues.

If the request to hold an extraordinary general meeting of participants of the economic company comes from the participants (participant) of the economic company specified in indent six of part one of this Article, it must contain the name of a legal person or the name of a legal person requesting such a meeting, and an indication of the size of stakes in the statutory fund (number and category of shares) belonging to the participants (participant) of the economic company.

The request to hold an extraordinary general meeting of participants of the economic company shall be signed by the person requesting its holding.

The authorized body of the economic company, within the term provided by the statute, but not later than fifteen days after the date of reception of the request for carrying out the extraordinary general meeting of participants of the economic company, should consider the request submitted, and make a decision on convocation and carrying out the meeting or reasoned decision on rejection of the request for such convocation and carrying out the meeting.

The decision on rejection of the request for convocation and carrying out the extraordinary general meeting of participants of the economic company is made in the following cases:

non-observance of the procedure of submission of the demand for carrying out the extraordinary general meeting of participants of the economic company, established by this Law and the statute;

if no matters proposed for inclusion in the agenda of extraordinary general meeting of participants of the economic company, are not included, in accordance with this Law and the statute, in the competence of the general meeting of participants of the economic company;

if all the matters proposed for consideration do not correspond to the requirements of this Law and/or other legislative acts.

The decision of the authorized body of the economic company on convocation and carrying out the extraordinary general meeting or reasoned decision on rejection of the request for convocation and carrying out the extraordinary general meeting is sent, in accordance with the procedure established by the statute of the economic company, to the persons requiring the convocation of the meeting, not later than five days after the date of making the decision.

Article 49. Convocation of the extraordinary general meeting of participants of the economic company

The authorized body of the economic company is not entitled to change the form of carrying out the extraordinary general meeting of participants of the economic company, proposed by other managing body of the company, or by the inspecting commission (inspector), or by the audit organization (auditor – individual entrepreneur), or by the participants (participant) having the right to demand holding the extraordinary general meeting, or by another persons having the right to demand holding the extraordinary general meeting in the cases established by legislative acts.

The extraordinary general meeting of participants of the economic company should be carried out not later than forty days after the date of making the decision, by the authorized body of the economic company, on convocation and carrying out the meeting, with the exception of the cases when other term for carrying out the extraordinary general meeting of participants of the economic company is provided by part three of this Article or by the statute of the economic company.

The extraordinary general meeting of participants of the economic company, the agenda of which includes the matter of election of the members of the board of directors (supervisory board) by the cumulative voting, should be carried out within seventy days after the date of making the decision, by the authorized body of the economic company, on carrying out the meeting, if shorter term is not provided by the statute.

If the decision on convocation and carrying out the extraordinary general meeting of participants of the economic company was not made by the authorized body of the economic company within the term established by the statute, or the decision was made on rejection of its carrying out, then the extraordinary general meeting of participants of the economic company can be convoked by the bodies or the participants (participant) of the economic company, having the right to demand carrying out the extraordinary general meeting, or by other persons having the right to demand holding the extraordinary general meeting in the cases established by legislative acts. In this instance, bodies and participants, and other persons having the right to demand holding the extraordinary general meeting in the cases established by legislative acts, which convoke such a meeting, have the powers of the authorized body of the economic company. The expenses for preparation, convocation and carrying out the extraordinary general meeting of participants of the economic company can be reimbursed, subject to the decision of this meeting, from the funds of the economic company. At the demand of bodies and participants that convoke the extraordinary general meeting of participants of the economic company, of other persons having the right of demand holding of such a meeting in the cases established by legislative acts, that company is obliged to ensure a timely forming of the register of shareholders and subsequent transfer thereof to the mentioned persons. The extraordinary general meeting of participants of the economic company should be opened by the person specified by the bodies or participants of the economic company, requiring the holding thereof, of by other persons demanding the holding of such meeting in the cases established by the legislative acts.

Article 50. Competence of the board of directors (supervisory board) of the economic company

The competence of the board of directors (supervisory board) of the economic company includes, in accordance with this Law and the statute of the economic company, the matters of the general management of the activities of the economic company, particular:

determination of the development strategy of the economic company;

approval of the annual financial and economic plan of the economic company, if preparation of such plan is provided for by the statute, and the supervision over fulfillment thereof;

convocation of the general meeting of participants of the economic company and arrangement of issues concerning preparation and carrying out that meeting;

adoption of a decision on issuing the issue securities by the economic company, with the exception of adoption of a decision on issuance of shares;

approval of the decision on issuing of issue securities, with the exception of approval of the decisions on share issuing;

making the decision on redemption by the economic company of securities of that company, with the exception of adoption of a decisions on redemption of shares;

approval of the value of property of the economic company in the cases of carrying out a major transaction or a transaction in which there is an interest of affiliated persons, issue (handing out) of securities, and in other cases, stipulated by the legislation or the statute of the joint-stock company, when determination of value of property of the economic company is necessary for making a transaction with which a decision of the general meeting of shareholders of the board of directors (supervisory board) of the economic company is required;

using of reserve and other funds of the economic company;

adoption of a decision on major transactions or transactions in performance of which there is an interest of affiliated persons, if solution of that issue is attributed by the statute of the economic company, in accordance with part three of Article 57 and part three of Article 58 of this Law, to the competence of the board of directors (supervisory board) of the economic company;

selection and approval of an audit organization (auditor - individual entrepreneur) and determination of the material terms of the contract for the provision of audit services with an audit organization (auditor - individual entrepreneur), with the exception of the cases provided for by part four of Article 86 and part two of Article 110 of this Law;

approval of conditions of agreements with the managing organization (managing director) and with the appraisal performer;

approval of local legal acts of the economic company, in the cases provided by this Law;

solution of other matters provided by this Law, other legislative acts and the statute of the economic company.

The matters included in the exclusive competence of the general meeting of participants of the economic company may not be assigned to the competence of the board of directors (supervisory board) of the economic company.

By decisions of the general meeting of participants of the economic company, specific powers of the board of directors (supervisory board) of the economic company may be determined within the limits of its competence determined by the statute of the economic company.

Issues referred by part one of this Article to the competence of the board of directors (supervisory board), by the statute of the economic company, may be transferred to the competence of the general meeting of participants in the economic company. If a business company does not provide for the formation of a board of directors (supervisory board), the solution of those issues, unless otherwise provided by legislative acts, falls within the competence of the general meeting of participants of the economic company, with the exception of the issue of convening a general meeting of participants of the economic company and issues related to its preparation and implementation, for the solution of which an authorized body of the economic company must be determined by the statute, as well as the issues provided for by indents five and six of part one of this Article, which may be transferred by the statute of the economic company to the decision of its executive bodies.

Issues referred to the competence of the board of directors (supervisory board) of the economic company, may not be transferred for consideration of the executive bodies of the economic company, unless otherwise established by parts one and two of Article 108 of this Law or the President of the Republic of Belarus.

Article 51. Board of directors (supervisory board) of the economic company

The board of directors (supervisory board) of the economic company is formed in the cases provided by this Law, other legislative acts and the statute of the economic company.

Only natural persons can be members of the board of directors (supervisory board) of the economic company. A member of the board of directors (supervisory board) of the economic company may not be participant of that company.

The composition of the board of directors (supervisory board) of an economic company may include not more than one member of its collegial executive body, taking into account the restrictions established by part four of Article 54 of this Law.

The statute of an economic company may provide for the mandatory inclusion of a representative of employees and/or the trade union of that company in the composition of its board of directors (supervisory board). In this case, the statue or a local legal act of the economic company being approved by the general meeting of its participants must determine the procedure for including a representative of employees and/or the trade union in the composition of the board of directors (supervisory board).

Persons elected in the composition of the board of directors (supervisory board) of the economic company, may be re-elected, in accordance with the order established by this Law, without any limitations on the number of such re-elections.

Powers of a member of the board of directors (supervisory board) of the economic company may be terminated before the appointed time according to a decision of the general meeting of participants of the economic company. In case of election of the members of the board of directors (supervisory board) of the economic company by cumulative voting, the decision on the termination of powers thereof before the appointed time can be made only in relation to all the members of that board. The powers of a member of the board of directors (supervisory board) of the economic company are terminated early without adoption of a decision of the general meeting of participants of the economic company in the event of his submitting of the application about his withdrawal, his death, declaring him dead, recognizing him incapable or missing. 

In the event that a member of the board of directors (supervisory board) of the economic company leaves its membership in accordance with part six of this Article, the board of directors (supervisory board) continues to exercise its powers until the election of a new composition of the board of directors (supervisory board), with the exception of the cases established by part seven Article 52 of this Law. In that instance, in cases where, in accordance with this Law or the statute of the economic company, a unanimous decision by all members of the board of directors (supervisory board) is required, such a decision may be adopted only after the additional election or election of a new composition of the board of directors (supervisory board).

Members of the board of directors (supervisory board) shall for organization the their activity, elect the chairman by the majority of the votes from the total number of members of that board, if a greater number of votes is not provided for by the statute of the economic company. The chairman shall organize the work of the board of directors (supervisory board), including convene and conduct the sittings of the board of directors (supervisory board), and chair them. The board of directors (supervisory board) is entitled re-elect its chairman at any time in the order established by this part.  In the absence of the chairman of the board of directors (supervisory board), the functions of the chairman shall be performed by one of its members according to a decision of the board of directors (supervisory board).

The chairman of the board of directors (supervisory board) or another authorized member of the board of directors (supervisory board), in the case of forming of a collective executive body in the economic company in accordance with its statute, is entitled to attend its sittings and submit proposal on considered matters without the right to vote when adopting decision on those matters.

For the members of the board of directors (supervisory board) of the economic company, if it is provided by the statute and/or established by the general meeting, remunerations may paid and/or the expenses reimbursed refunded during the term of fulfillment of their duties, in the amounts established by the general meeting of participants of the economic company.

Rights and duties of the members of the board of directors (supervisory board) and its chairman are defined by this Law, other legislation and the statute of the economic company.

Qualifying, professional and other requirements for the candidates to members of the board of directors (supervisory board), and the order of convocation of the board of directors (supervisory board) and the order of adoption of decisions thereby must be specified by the statute and/or local legal act of the economic company, approved by the general meeting of its participants. It is not allowed to include in the statute or local legal act of an economic company provisions restricting the election of a participant of the economic company who meets the qualifying, professional and other requirements for a candidate to members of the board of directors (supervisory board) established by the statute and/or local legal act of the economic company, approved by the general meeting of its members, to the board of directors (supervisory board).

The specific features for the appointment, termination of powers, payment of remuneration to members of the board of directors (supervisory board) who are representatives of the state are established by legislative acts.

Article 52. Sittings of the board of directors (supervisory board) of the economic company

A sitting of the board of directors (supervisory board) of an economic company may be convened at the initiative of the chairman of the board of directors (supervisory board), at the request of the executive body, a member of the board of directors (supervisory board), inspecting commission (inspector), audit organization (auditor - individual entrepreneur), as well as other persons determined by the statute of the economic company.

A request to convene a sitting of the board of directors (supervisory board) of the economic company with an indication of the issues being submitted for consideration by the board of directors (supervisory board) shall be sent in writing to the chairman of the board of directors (supervisory board).

A sitting of the board of directors (supervisory board) of the economic company must be convened and held not later than fourteen days from the date of receipt of the request to convene the sitting of the board of directors (supervisory board), unless a shorter period is provided for by the statute of the economic company.

Members of the board of directors (supervisory board) of a business company shall be notified of the holding of a sitting of the board of directors (supervisory board) at least ten days before the date of its holding, unless a shorter period is provided for by the statute.

The meeting of the board of directors (supervisory board) of the economic company is considered competent, if at least half of elected members thereof are present. The statute of the economic company may specify a greater number of present members of the board of directors (supervisory board) as necessary for the competence of the meeting.

The decisions of the board of directors (supervisory board) of the economic company are made at the meetings thereof by the majority of the votes from the number of the members of the board of directors (supervisory board) which are present at the meeting, if the greater number of votes is not specified by this Law and/or by the statute as necessary for making the decisions. At making the decision by the board of directors (supervisory board) , each member thereof has one vote, unless otherwise provided by the statute. In case of equal number of votes of the members of the board of directors (supervisory board) at making the decision by the board, the chairman has the right of a casting vote, unless otherwise provided by the statute. The decisions of the board of directors (supervisory board) of the economic company are registered in the report of proceedings which is subject to signing by the chairman of the board.

In the event that the number of members of the board of directors (supervisory board) of the economic company turned out to be less than half of the number of its elected members or less than the number determined by the statute in accordance with part five of this Article for the legality of the sitting of the board of directors (supervisory board), as well as less than the number provided for part two of Article 84 of this Law, the board of directors (supervisory board) is obliged, within fifteen days, to adopt a decision on holding an extraordinary general meeting of participants of the economic company for additional election or election of a new composition of the board of directors (supervisory board) of that company. The remained members of the board of directors (supervisory board) of the economic company have the right to make a decision only on convocation of this extraordinary general meeting.

The transfer of powers, including the right to vote by a member of the board of directors (supervisory board) of the economic company to other person, including another member of the board of directors (supervisory board) of the economic company, is not allowed.

The decisions of the board of directors (supervisory board) of the economic company can be made by interrogation of the members thereof, if it is provided by the statute.

The statute of an economic company may provide for the possibility of participation in a sitting of the board of directors (supervisory board) of its members remotely using remote service systems.

The minutes of the sitting of the board of directors (supervisory board) shall be drawn up not later than three days after the date of the end of the sitting.

A decision of the board of directors (supervisory board) of the economic company adopted with infringement of the requirements of this Law, other legislation or the statute of the economic company and infringing the rights and/or legal interests of a participant (former participant), member of the board of directors (supervisory board) of that company, may be contested in court by the participant (former participant), member board of directors (supervisory board) of the economic company within two months from the day when they learned or should have learned about the adoption of such a decision.

Taking into account all the circumstances of the case, the court is entitled to uphold the contested decision in the presence of the combination of the following circumstances:

violations committed are not material;

voting of a member of the board of directors (supervisory board) of the economic company who contests the decision of the board of directors (supervisory board) of the economic company could not affect the voting results;

execution of the decision does not entail the infliction of losses on the economic company, its participant (former participant) and the member of the board of directors (supervisory board) of the economic company, who contest the decision of the general meeting of participants of the economic company, as well as the occurrence of other adverse consequences for the said persons.

Article 53. Competence of the executive body of the economic company

The competence of the executive body of the economic company includes making the decisions on all the matters which are not included in the competence of other managing bodies of this company, defined by this Law and/or the statute of the economic company.

The competence of an executive body of the economic company includes routine management of the activity thereof.

The sole executive body of the economic company or the person which heads the collective executive body within the limits of his competence act on behalf of this company without power of attorney: Represent its interest (including in the managing bodies of other legal persons in which the economic company participate), conclude transactions on behalf of the economic company, etc.

The executive body of the economic company is accountable to the general meeting of participants of the economic company and the board of directors (supervisory board) if the formation thereof is provided by this Law, other legislative acts and the statute in accordance and shall organize the fulfillment of decisions of those bodies.

The powers of the sole executive body and of the members of the collective executive body of the economic company, in accordance with the statute, can be terminated before the appointed time by the resolution of the general meeting of participants of the economic company or of the board of directors (supervisory board).

If the election of the person exercising the powers of the sole executive body is carried out by the general meeting of the participants of the economic company, the statute may provide for the right of the board of directors (supervisory board) to adopt a decision on suspension of the powers of such a person and transfer thereof to another person until a new person exercising the powers of the sole executive body of that company is elected.

At the same time, the board of directors (supervisory board) must make a decision on carrying out the extraordinary general meeting of participants of the economic company for making the decision on the matter of termination of the powers of the sole executive body and on election of a new person exercising the powers of the sole executive body of the economic company.

The decisions on suspending the powers of the sole executive body of the economic company and transferring these powers, and on carrying out the extraordinary general meeting of participants of the economic company, are approved by the majority of at least ѕ of the votes of the members of the board of directors (supervisory board) of the economic company.

The powers of the executive body of the economic company can be transferred, by the decision of the general meeting of participants of the economic company, to other profit-making organization (the managing organization) or the individual businessman (managing director), subject to the agreement.

Article 54. Executive body of the economic company;

The person exercising the powers of the sole executive body of the economic company, members of the collective executive body of the economic company, including the person heading the collective executive body, are elected by the general meeting of participants of the economic company or by the board of directors (supervisory board), in accordance with the statute of the economic company.

A person exercising the powers of the sole executive body of an economic company, as well as members of the collegial executive body of an economic company, may also be elected not from among its participants.

Powers of the person exercising the powers of the sole executive body and a member of the collegial executive body of an economic company are terminated ahead of schedule without adoption of a decision of the general meeting of participants or the board of directors (supervisory board) of the economic company in accordance with their competence established by the statute, in the event of their death, declaration as dead, recognition as incapable or missing.

The person exercising the powers of the sole executive body of the economic company, or the person heading the collective executive body of the economic company, is not entitled to be a member of the board of directors (supervisory board). These persons have the right to present on the meetings of the board of directors (supervisory board) and to make proposals on the matters under consideration, without the right to vote at making the decision on these matters.

In case of formation, in accordance with the statute, of the individual and collective executive bodies in the economic company, the person exercising the powers of the sole executive body of that company, also exercises the powers of the person heading the collective executive body of the economic company.

The rights and duties of the sole executive body and the members of the collective executive body of the economic company are determined by this Law, labor legislation and the statute, and also by the labour contracts and/or civil-law contracts concluded by each of those persons with the economic company. On behalf of the economic company, the labour contract, civil-law contract shall be signed by the chairman of the general meeting of participants of the economic company, on which these persons were elected, or by other natural person (participant), authorized by the decision of this meeting, or, in case of formation of the board of directors (supervisory board) in the economic company, by the chairman of the board of directors (supervisory board) of the economic company or by other member authorized by that board. The statute of the economic company may provide that labour contracts, civil-law contracts with member of the collective executive body of the economic company is signed on behalf of the economic company by the person exercising the functions of the sole executive body of the economic company in agreement with the board of directors (supervisory board).

Holding the position in the governing bodies of other organizations by the person exercising the powers of the sole executive body of the economic company or the member of the collective executive body of the economic company is permitted in accordance with the procedure established by the statute, or subject to the consent of the general meeting of participants of the economic company, unless otherwise provided by the legislative acts.

The qualifying, professional and other requirements for the candidate members of the executive body of the economic company, and the procedure of making the decisions by this body in the part not regulated by the statute, may be specified by the appropriate local legal act of the economic company, approved by the general meeting of participants of the economic company, or by the board of directors (supervisory board).

Article 55. Order of adoption of the decisions by the executive body of the economic company

The sole executive body of the economic company or the person heading the collective executive body of the economic company issue orders (executive orders) and give instructions.

The decisions of the collective executive body of the economic company are made on the meetings thereof and are registered in the report of proceedings. The reports of proceedings of the meeting of the collective executive body of the economic company are signed by the person heading this body, and submitted to the general meeting of participants of the economic company, the board of directors (supervisory board) , the inspecting commission (inspector), subject to the request thereof.

The decisions of the executive body of the economic company are mandatory for all the employees of the company.

The quorum for carrying out the meeting of the collective executive body of the economic company is determined by the statute of the company and should be at least half from the total number of the members of the executive body.

The transfer of his powers, including the voting right of the member of the collective executive body of the economic company to other person, including another member of the collective executive body, is not allowed.

CHAPTER 5
AFFILIATED PERSONS AND TRANSACTIONS OF THE ECONOMIC COMPANY

Article 56. Affiliated persons of the economic company

The affiliated persons of the economic company – the natural persons and legal persons capable to determine, directly and/or indirectly (through others natural persons and/or legal persons), the decisions made by the economic company or to influence on making the decisions by the economic company, and also the legal persons making the decisions by which is influenced by the economic company are:

members of the board of directors (supervisory board), collegial executive body, a natural or legal person exercising the powers of the sole executive body, as well as a natural person who is the deputy (first deputy) director (general director) of that company;

legal person being the participant of the holding which includes that company;

a natural person who solely or jointly with his espouse, parents, children and their spouses, step parents and their spouses, persons being under tutorship (guardianship), grandparents, grandchildren and their spouses, brothers and sisters and parents of the spouse possess or has the rights to dispose of a stake in the statutory fund (shares) of the economic company in the amount of 20 percent and more;

legal person that owns or has the right to dispose of a stake in the statutory fund (shares) of the economic company in the amount of twenty percent or more, or has the ability to determine the decisions being adopted by such a company in accordance with a contract;

legal person in the statutory fund of which the economic company owns or has the right to dispose of a stake in the statutory fund (shares) in the amount of twenty percent or more, or has the ability to determine the decisions being adopted by such a legal person in accordance with a contract;

unitary enterprises founded by the economic company;

spouse, parents (tutors, guardians), children adult, emancipated or married before the age of 18 years (hereinafter – adult) and their spouses, stepparents, adult stepchildren and their spouses, grandparents, adult grandchildren and their spouses, brothers and sisters and parents of the spouse of the natural person being in accordance with indents two, four, nine and ten of this part an affiliated person of the economic company, with the exception of the natural person being a member of the collective executive managing body or carrying out powers of the sole executive body of the legal person mentioned in indent three of this part, as well as of a natural person being the deputy (first deputy) of the director (director general), specified in indent two of this part;

members of the collective managing bodies of the legal person being the affiliated person of the economic company, or the natural person or legal person exercising the powers of the sole executive body of this legal person.

legal and natural persons in management of which shares belonging to the Republic of Belarus or its administrative and territorial units of open joint-stock companies created in the process of denationalization and privatization of objects being in the republican or communal ownership have been transferred.

The Republic of Belarus and its administrative and territorial units, the National Bank, republican bodies of state administration, other state organizations subordinated to the Government of the Republic of Belarus, local executive and administrative bodies are not recognized the affiliated persons of the economic company.

The economic company determines the circle of the affiliated persons thereof, and, in accordance with the procedure established by the company, notifies in writing on this and keeps the records of the affiliated persons. The economic company has the right to request the information necessary for determination of the circle of the affiliated persons from the persons specified in part two of this Article.

Members of the board of directors (supervisory board) , the collective executive body, a natural or legal person carrying out the powers of the sole executive body of this economic company, and also the natural person indicated in indents four, ten of part one of this Article are obliged, under the procedure established by this company, to bring to knowledge of the general meeting of its participants and/or the board of directors (supervisory board) the information:

about legal persons in statutory funds of which they solely or jointly with spouse, parents (tutors, guardians), children and their spouses, step parents and their spouses, persons being under tutorship (guardianship), grandparents, grandchildren and their spouses, brothers and sisters and parents of the spouse possess or has the rights to dispose of a stake in the statutory fund (shares) in the amount of 20 percent and more;

about legal persons the owners of which are they or their spouse, parents (tutors, guardians), children and their spouses, step parents, step children and their spouses, persons being under tutorship (guardianship), grandparents, grandchildren and their spouses, brothers and sisters and parents of the spouse;

about legal persons in the managing bodies of which they or their spouse, parents (tutors, guardians), children and their spouses, step parents, step children and their spouses, persons being under tutorship (guardianship), grandparents, grandchildren and their spouses, brothers and sisters and parents of the spouse hold offices.

The natural persons being, in accordance with part four of part one of this Article, the affiliated persons of the economic company, have the right to authorize one of them, in accordance with the procedure established by this company, to submit the information, specified in part four of this Article, to the general meeting of participants of the economic company and/or the board of directors (supervisory board) .

Legal persons specified in indents five and ten of part one of this Article are obliged to submit, in accordance with the order established by the economic company, the following information to the general meeting of participants of the economic company and/or the board of directors (supervisory board):

about legal persons, in the statutory fund of which, they solely or jointly with the affiliated person(s) of the economic company as a result of the agreed actions, including the agreement concluded, have the right to dispose of a stake in the statutory fund (shares) in the amount of twenty percent or more;

about legal person the owners of property of which they are.

Members of the board of directors (supervisory board), collegial executive body, a person exercising the powers of the sole executive body of that company, a natural person specified in indents four, ten of part one of this Article, as well as legal persons specified in indents five and ten of part one of this Article are obliged, not later than five days from the date when they became aware of the relevant information, to bring to the notice of the general meeting of participants and/or the board of directors (supervisory board) of that company information about the transactions of the economic company known to them or the proposed transactions of the economic company in which they can be recognized as interested, in ways and in the form determined by the economic society.

Members of the governing bodies of an economic company, when submitting information in accordance with part seven of this Article, are obliged to indicate information about all material facts concerning the nature and degree of the existing interest in the performance of a transaction, as well as about the expected benefit of the said persons as a result of performance of such a transaction.

The affiliated person of the economic company should notify the company, in accordance with the procedure established by the company, on purchase of a stake in the statutory fund (shares) of this company not later than ten days after the date of purchase.

An affiliated person of an economic company shall be liable to that company in the event of damage caused as a result of failure to provide or untimely provision by the affiliated person of the information specified in parts four, six and seven of this Article.

Article 57. Interest of the affiliated persons in performance of the transaction by the economic company

The interest of the affiliated persons in carrying out the transaction by the economic company is recognized, if these persons:

are the party of the transaction or act in the interests of third parties in the relations of these parties with the economic company;

possess (everyone or together) twenty or more percent of stakes in the statutory fund (shares) of the legal person which is the party of the transaction or acting in the interests of third parties in the relations of these parties with the economic company;

are owners of the property of a legal person being the party of the transaction or acting in the interests of third parties in relations of these parties with the economic company

are members of the governing bodies, hold positions in the managing bodies of the legal person, which is the party of the transaction or acting in the interests of third parties in the relations of these parties with the economic company;

in other instances determined by the statute.

The decision of the general meeting of participants of the economic company on the transaction, in carrying out of which there is an interest of its affiliated persons, is made by the general meeting of participants of the economic company by the majority from the total number of votes of participants of the economic company, not interested in carrying out the transaction.

The statute of the economic company may assign to the competence of the board of directors (supervisory board) to take decision on the transaction in making of which there is an interest of the affiliated persons, in the event when the value of the property being the object of the transaction of several interrelated transactions does not exceed two percent of the balance value of the assets of the economic company determined on the basis of accounting (financial) data for the last reporting period (value of the assets of the economic company determined on the first day of the month in which the transactions is being made, on the basis of the data of its inventory book of incomes and expenditures (hereinafter – the value of assets), unless a higher percentage established by the statute. The statute or the decision of the general meeting of participants of the company may be determined that for the purposes of assigning transactions in conclusion of which there is an interest of affiliated persons to the competence of the board of directors (supervisory board) the value of property being the object of the transaction or several interrelated transactions must be compared with the value of assets of the economic company determined on the basis of an independent assessment on the firs day of the month in which the transaction is being concluded. The decision on the transaction in conclusion of which there is an interest of the affiliated persons is to be taken by the majority of all members of the board of directors (supervisory board) non interested in conclusion of this transaction – independent directors. The member of the board of directors (supervisory board) of the economic company is considered as the independent director, if, without taking this status into consideration, this person is not the affiliate of this company, in accordance with this Law. If the number of the independent directors in the board of directors (supervisory board) is less than a quorum specified by the statute for carrying out the meeting of the board of directors (supervisory board), the decision on such a transaction shall be made by the general meeting of participants of the economic company.

Introduction of changes to the terms of a transaction, in the performance of which there is an interest of affiliated persons of the economic company, is carried out according to a decision of the governing body of the economic company that adopted a decision on such a transaction.

Ad interconnected are considered :

transactions with similar obligations, performed with the participation of the same persons in the last twelve months preceding the day of the transaction being performed, unless a different period of time is established by the statute of the economic company;

several transactions with property which may be used as a whole for a common purpose (single property complex, complex things, etc.);

other transactions being recognized as interconnected by the statute of the economic company.

Decision of the general meeting of participants of the economic company (board of directors (supervisory board)) on the transaction in making of which there is an interest of the affiliated persons is also not required:

in the event when all participants of the economic company are being affiliated persons of thas company and, in accordance with part one of this Law, are interested in conclusion of such transaction;

when acquiring shares in the order established by Articles 77 and 78 of this Law;

when participants of the economic company make contributions in the property of the economic company in the order established by Article 291 of this Law.

Decision of the general meeting of participants of the economic company (board of directors (supervisory board)) on the transaction in making of which there is an interest of the affiliated persons is also not required in the event when the transaction meets simultaneously the following conditions:

the transaction is made by the economic company in the process of its carrying out common economic activity;

the conditions of such transactions do not considerably differ from the conditions of analogous transactions made by the economic company in the process of its carrying out common economic activity.

As transactions being made by the economic company in the process of its carrying out common economic activity are recognized transactions being made by the economic company three and more times in the course of last twelve months, in particular transactions on purchasing raw materials and materials, necessary for productive and economic activity, realization of finished products, execution of works (provision of services).

The economic company is obliged to discover for general knowledge through publication in mass media determined by the statute of the economic company and/or placement on the site of the economic company in the global computer network Internet not later than within three days from the day of taking the respective decision, the information about transactions in making of which there as an interest of:

members of the board of directors (supervisory board), member of the collegial executive body, a person exercising the powers of the sole executive body, a natural person who is the deputy (first deputy) director (general director) of the economic company;

spouse, parents, adult children and their spouses, stepparents, adult stepchildren and their spouses, grandparents, adult grandchildren and their spouses, brothers and sisters and parents of the spouse of the members of the board of directors (supervisory board) , members of the collective executive body, a natural person carrying out the powers of the sole executive body of this economic company;

members of the collective managing bodies of the legal person exercising the powers of the sole executive body of the economic company, the natural or legal person exercising the powers of the sole executive body of this legal person.

It is to be discovered for general knowledge the information on the parties of the transaction, its object and other conditions of the transaction that are determined as essential for the given kind of transactions by the legislation, criteria of the interest, in accordance with part one of this Article, of the persons mentioned in indents two to four of part seven of this Article, including about all essential facts concerning the nature and grade of the interest, as well as about the supposed benefit of the mentioned persons in the result of making such transaction and other information provided by the statute of the economic company, with the exception of the instances when in accordance with the legislation the dissemination and/or provision of such information is restricted. An economic company, which is an issuer of issue securities shall disclose information on transactions in which there is an interest of its affiliated persons, in the order, time limits and volume determined by the legislation on securities.

An economic business company is obliged, at the request of any participant, to provide information specified in part ten of this Article on transactions in which there is an interest of its affiliated persons, in the order provided for by the statute of the economic company on provision of the information about that company.

When the economic company makes a transaction in making of which there is an interest of the affiliated persons, they are obliged to act in the interests of the company and demonstrate due caution and good faith as if they would demonstrate them if the company made an analogous transaction in making of which there was no their interest.

Provisions of this Article do not apply to an economic company consisting of one participant, which simultaneously exercises the powers of the sole executive body of that company.

Article 571. Consequences of making by a business company of a transaction , in the conclusion of which there is an interest of its affiliated persons

The transaction in making of which there is an interest of affiliated persons of the economic company and which has been made in violation of requirements provided by this Law and/or violates the rights and legitimate interests of the economic company, participants of that company is voidable and may be recognized by the court invalid upon the claim of participants of the economic company, the economic company itself, and also of members of the board of directors (supervisory board), collegial executive body.

The transaction in making of which there is an interest of affiliated persons of the economic company and which has been made in violation of requirements provided by this Law may not be recognized invalid upon availability of one of the following circumstances:

voting of participants of the economic company, members of the board of directors (supervisory board) who filed a claim to recognize as invalid such a transaction could not affect the voting results if those participants (members of the board of directors (supervisory board)) were duly notified of the general meeting of participants the economic company (sitting of the board of directors (supervisory board)) at which the decision was adopted to make such a transaction;

it has not been proven that the performance of such a transaction has entailed or may entail the infliction of losses on the economic company or the participants of that company who filed a claim, or occurrence of other unfavorable consequences for them;

by the time of consideration of the case in court, evidence has been submitted on the subsequent adoption by the general meeting of participants of the economic company, the board of directors (supervisory board) of a decision on such a transaction in the order provided by this Law for adoption of a decision on the performance of transactions in which there is an interest of affiliated persons.

In the event of inflicting losses on the economic company as a result of making by the economic company of a transaction in which there is an interest of its affiliated person, such person shall be liable to the economic company in the amount of the losses inflicted, if that affiliated person has offered to conclude the transaction knowingly not in the interests of that company and/or did not take measures to prevent its conclusion. In that instance, when the affiliated person interested in making the transaction has received income due to its making, the economic company is entitled to demand reimbursement, along with other losses, of the loss of profit in the amount not less than incomes received by that person. In the event when several affiliated persons of the economic company are liable, their liability before the economic company is joint and several.

Members of the board of directors (supervisory board) of the economic company who have adopted a decision on a transaction in performance of which there is an interest of its affiliated persons, as a result of which the economic company has been inflicted losses, shall be liable to that company in the amount of the loss suffered by it jointly and severally with the said affiliated persons. A member (members) of the board of directors (supervisory board) of the economic company who is not interested in such a transaction, including the one (ones) who has (have) voted for adoption of the decision (has (have) adopted a decision) on that transaction, is released (exempt) from reimbursement for the specified loss, if it is proved that he (they) acted properly in compliance with the requirements for the activities of members of the governing bodies of the economic company established by part six of Article 33 of this Law.

A member of the board of directors (supervisory board) of the economic company who, in accordance with part three of Article 57 of this Law, did not participate in adoption of the decision (did not adopt the decision) on a transaction in which he has an interest, in case of inflicting losses on that company as a result of its performance bears responsibility to the economic company in the amount of losses incurred by it, if that member of the board of directors (supervisory board), acting in bad faith, offered for conclusion the transaction knowingly not in the interests of that company and/or did not take measures to prevent its conclusion. If, as a result of performance of that transaction, that member of the board of directors (supervisory board) received incomes, he is obliged to reimburse the economic company for the lost profit in the amount of not less than the incomes received.

The adoption by the general meeting of participants of the economic company of a decision on a transaction in the performance of which there is an interest of its affiliated persons, as a result of performance of which the economic company has suffered losses, does not exempt the affiliated persons from liability for the losses caused.

In the event that the economic copany suffered losses as a result of performance of a transaction in which there is an interest of its affiliates, a member of the board of directors (supervisory board) who voted against the adoption of the decision on such a transaction, or a person not interested in that transaction, exercising the powers of the sole executive body of the economic company, or the chairman of the collegial executive body, or another member of it, or a participant (participants) of the economic company must apply in writing to the chairman of the board of directors (supervisory board) with a request to raise the issue of reimbursement losses caused to that company by persons specified in parts three to five of this Article.

The chairman of the board of directors (supervisory board), on the basis of a request received in accordance with part seven of this Article is obliged, no later than five calendar days from the day of its receipt, or on his own initiative, to convene a sitting of the board of directors (supervisory board) to resolve the issue of reimbursement losses inflicted on the economic company.

Decision of the board of directors (supervisory board) on the issue specified in parts seven and eight of this Article shall be brought to the notice of persons who have applied in writing to the chairman of the board of directors (supervisory board) with a request to raise the issue of compensation for losses caused to the economic company, within three calendar days from the date of holding a sitting of the board of directors (supervisory board).

In the event that the chairman of the board of directors (supervisory board) has not taken measures to convene a sitting of the board of directors (supervisory board), or within the period established by part nine of this Article, persons who have applied in writing to the chairman of the board of directors (supervisory board) with a request to raise the issue of reimbursement of losses inflicted on the economic company did not received the decision of the board of directors (supervisory board) on the issue of reimbursement of those losses, or the board of directors (supervisory board) adopted a decision not to make demand to the persons specified in parts three to five of this article claims for reimbursement of those losses or those persons refused to voluntarily reimburse losses, they can be recovered in the interests of that company in court on the claim of the economic company itself, by members of the board of directors (supervisory board) not interested in the transaction authorized by its decision adopted by a majority of at least two-thirds votes of members of the board of directors (supervisory board) who are not interested in the transaction, or a participant (participants) of the economic company.

If the economic company does not provide for the formation of the board of directors (supervisory board), the person who is not interested in the transaction, exercising the powers of the sole executive body of the economic company, or the chairman of the collegial executive body or another member thereof, or the participant (participants) of the economic company are entitled to require to hold an extraordinary general meeting of participants of the economic company to adopt a decision on reimbursement by the persons specified in part three of this Article of losses caused to the economic company as a result of performance of the transaction in performance of which there is an interest of its affiliated persons. If the authorized body of the economic company, within a period not later than five calendar days from the day of receipt of the request to convene and hold a general meeting of participants of the economic company, has not made a decision on its convening and holding, or the general meeting of participants of the economic company has not adopted a decision on making demand to the persons specified in part three of this Article for reimbursement of the mentioned losses or those persons refused to voluntarily reimburse the losses, such losses may be recovered in the interests of that company in court at the claim of the economic company itself or of the chairman of the collegial executive body or another member of it, or a participant (participants) of the economic company, not interested in the transaction .

Article 58. Major transactions of the economic company

A major transaction of the economic company is a transaction (including loan, credit, pledge, surety) or several interrelated transactions entailing purchase, alienation or possibility of alienation by the economic company, directly or indirectly, of monetary resources and/or other property the value of which is twenty percent or more of a book value of assets of that company, determined on the basis of data of the accounting (financial) reports for the last reporting period preceding the day adoption of the decision on making such transaction (value of assets). The statute of the economic company may determine and other transactions the process of taking decisions for making of which is covered by the procedure of taking decisions concerning the making of a major transaction. In the event of purchasing of the property of the economic company, being the object of a major transaction, the sum of transactions shall be compared with the book value of assets (value of assets), in the event of alienation or possibility of alienation of the property being the object of a major transaction:

value of such property determined on the basis of data of accounting (financial) reports (of the inventory book of incomes and expenditures) if the mentioned value is equal to or exceeds the sum of transaction;

sum of transaction if the value of the property determined on the basis of data of accounting (financial) reports (of the inventory book of incomes and expenditures) is less the sum of the transaction.

The statute may determine that for the purposes of assigning the transaction to major transactions the value of assets of the economic company must be determined on the basis of an independent assessment on the firs day of the month in which the transaction is being made. In that instance the sum of transaction must be compares with the value of assets determined on the basis of an independent assessment.

Major transactions of the economic company may be carried out in accordance with the decision of the general meeting of participants, if making of such decision is not included, in accordance with the statute, in the competence of the board of directors (supervisory board) of this company, unless otherwise established by the President of the Republic of Belarus.

In the decision on carrying out the major transaction of the economic company, other persons being the parties of the transaction, the object of the transaction, its sum (the total sum of interrelated transactions), conditions of the transaction which are determined by the legislation as essential for transactions of this kind and other conditions of the transaction on the decision of the managing body of the economic company which takes decision on making the major transaction should be specified.

If, in accordance with the statute, the decision on carrying out the major transaction is included in the competence of the board of directors (supervisory board) of the economic company, this decision must be made by all members of the board unanimously. If the unanimous decision is not made by the board of directors (supervisory board) of the economic company, the decision on carrying out the major transaction is made by the general meeting of participants of this company.

The general meeting of participants of the economic company makes a decision on carrying out the major transaction, the object of which is the property of the following cost:

from twenty to fifty percent of a book value of assets of the economic company, by the majority comprising not less than two thirds of the total number of votes of participants of the economic company, which took part in the general meeting, unless a greater number of votes is provided for by the statute of the economic company;

fifty percent and more of the book value of assets of the economic company, by the majority comprising not less than two three quarters of the total number of votes of participants of the economic company, which took part in the general meeting, unless a greater number of votes is provided for by the statute of the economic company.

Introduction of changes into the condition of a major transaction is carried out on the decision of the governi8ng body of the economic company which took decision on making the major transaction. The general meeting of participants of the economic company, simultaneously with adoption of the decision on making a major transaction, may take decision on transfer of powers for introduction of changes into its conditions, with the exception of changing other persons being its parties and the object of the transaction, as well as other conditions provided for by that decision, to the board of directors (supervisory board) of the economic company. The statute of the economic company may provide that the general meeting of its participants, simultaneously with the adoption of a decision on the conclusion of a major transaction, may decide to transfer powers to the executive body to on introduction of changes into its conditions, with the exception of changing the persons who are its parties, subject of the transaction, conditions that determined in accordance with the legislation as essential for transactions of that type, as well as other conditions provided for by that decision. If the powers on introduction of changes in the conditions of the transaction has been transferred to the board of directors (supervisory board), the decision of the board of directors (supervisory board) on introduction of changes in the conditions of a major transaction shall be made in the order provided for by part five of this Article.

The statute of the economic company may provide that the board of directors (supervisory board), simultaneously with the adoption of a decision on the conclusion of a major transaction if the adoption of a decision on making the mentioned transaction is attributed to the competence of the board of directors (supervisory board), may adopt a decision to transfer powers to the executive body on introduction of changes into its conditions, with the exception of changing the persons who are its parties, subject of the transaction, conditions that determined in accordance with the legislation as essential for transactions of that type, as well as other conditions provided for by that decision.

Provisions of this Article do not apply to the transactions being made by the economic company in the process of common economic activity, with the exception of the case provided by part ten of this Article.

In the instance when a major transaction is also a transaction in making of which there is interest of the affiliated persons of the economic company, the decision on such transaction is to be taken under the procedure established by parts two to eight of Article 57 of this Law, with the exception of the case when in making such transaction all participants of the economic company are interested. When in making a major transaction in accordance with part one of Article 57 of this Law all participants of the economic company are interested, the decision on making such transaction is to be made under the procedure established by this Article.

A major transaction make in violation of requirements provided for by this Article is voidable and may be recognized by the court invalid upon a claim of participants of the economic company, the economic company itself, and also of member of the board of directors (supervisory board), collegial executive board.

A major transaction that has been made in violation of requirements provided by this Law may not be recognized invalid upon availability of one of the following circumstances:

voting of participants of the economic company, members of the board of directors (supervisory board) who filed a claim to recognize as invalid a major transaction could not affect the voting results if those participants (members of the board of directors (supervisory board)) were duly notified of the general meeting of participants the economic company (sitting of the board of directors (supervisory board)) at which the decision was adopted to make the major transaction;

it has not been proven that the performance of that transaction has entailed or may entail the infliction of losses on the economic company or the participants of that company who filed a claim, or occurrence of other unfavorable consequences for them;

by the time of consideration of the case in court, evidence has been submitted on the subsequent adoption by the economic company of a decision on the major transaction in the order provided by this Law for adoption of a decision on the performance of major transactions.

Provisions of this Article do not apply to an economic company consisting of one participant, which simultaneously exercises the powers of the sole executive body.

An economic company, which is an issuer of issue securities shall disclose information on major transactions, in the order, time limits and volume determined by the legislation on securities.

CHAPTER 6
CONTROL OVER FINANCIAL AND ECONOMIC ACTIVITIES OF THE ECONOMIC COMPANY

Article 59. Auditing commission (auditor) of the economic company

For implementation of the internal supervision over financial and economic activities, the general meeting of participants of the economic company elects the inspector or the inspecting commission, if election of such commission is provided by this Law and/or by the statute of the economic company.

The competence of the inspecting commission (inspector) of the economic company includes carrying out the inspections on all or several directions of activity of the company, or carrying out the check-ups in one or several interrelated directions or for the certain period of this activity, carried out by the economic company or by the branches and representations thereof.

The member of the board of directors (supervisory board) or the collective executive body of the economic company or the natural person carrying out the powers of the sole executive body of the company, may not be member of the inspecting commission (inspector) of the economic company The persons, the activity of which is subject to checking, have not the right to participate in carrying out of the inspections or check-ups on the appropriate matters.

The inspecting commission of the economic company is headed by the Chairman, elected from the members thereof at the day of the termination of carrying out the general meeting of participants of the company at the first meeting of the inspecting commission which is organized carried out by the chairman of the general meeting of participants of the company. The chairman shall organize the work of the inspecting commission, including convening and holding sittings of the inspecting commission and preside over them, supervise the audits and inspections conducted by the auditing commission, ensure the drawing up of an opinion based on the results of an inspection or check-up held.

The powers of any member of the inspecting commission (inspector) can be terminated before the appointed time, by the decision of the general meeting of participants of the economic company.

For the members of the inspecting commission (inspector) of the economic company, the fees are paid, and/or the charges, related to fulfilling of their duties, are refunded during the term of fulfillment of their duties, subject to the decision of the general meeting of participants of the company. The sums of such fees and/or refunds are determined by the general meeting of the economic company.

The duties of the inspecting commission (inspector) of the economic company shall be:

annual inspection carried out on the basis of the results of financial and economic activities for the accounting year, in the terms established by the statute in accordance with the legislation;

inspections or check-ups, carried out in accordance with the decision of the managing bodies of the economic company, in the terms established by the managing bodies;

inspections or check-ups, carried out in accordance with the request of participants of the economic company in the cases provided by this Law, in the terms established by the statute.

The inspecting commission (inspector) of the economic company has the right to carry out the inspections or check-up at the own initiative at any time. The time of carrying out the inspection or check-up should not exceed thirty days, unless otherwise established by the statute.

On the request of the inspecting commission (inspector) of the economic company, the members of managing bodies of this company and the employees having, in accordance with the powers, labor relations or relations concerning the labor relations thereof, the right for making the decisions, should submit, within the terms specified, the documents concerning the financial and economic activities, necessary for carrying out the inspection or check-up, and give comprehensive explanations in oral and/or in written form.

The number of members of the inspecting commission of the economic company, the competence of the inspecting commission (inspector) of the economic company concerning the matters not specified by this Law, are determined by the statute and/or the local legal act of the economic company, approved by the general meeting of participants of the economic company.

Qualifying, professional and other requirements for the candidates to members of the inspecting commission (inspectors), and also the order of convocation of the sittings and adoption of decisions by the inspecting commission must be specified by the statute and/or a local legal act of the economic company, approved by the general meeting of its participants.

Article 60. Opinion of the inspecting commission (inspector) of the economic company

In accordance with the results of the inspection or check-up, the inspecting commission (inspector) of the economic company draws up the conclusion which should contain:

confirmation of reliability of registration and accounting data on financial and economic activities and correct reflection of these data in the bookkeeping (financial) accounting (the inventory book of incomes and expenditures) and other documents;

revealed facts of violations of the legislation, the statute and local legal acts of the economic company regulating the activity thereof, and proposals concerning prevention and elimination of similar violations;

recommendations on reimbursement of the damage caused.

The opinion of the inspecting commission (inspector) of the economic company should be signed by the members of the inspecting commission (inspector), carried out the inspection or check-up. In case of disagreement with the opinion of the inspecting commission or with specific findings and proposals, any member of the inspecting commission has the right to state the point of view on the disagreements arisen.

In case of revealing the violations, the inspecting commission (inspector) of the economic company should:

submit the conclusion of the inspection or check-up or specific findings and proposals to the managing bodies of the economic company which, in accordance with the competence thereof, within two weeks, should take measures on elimination of the violations revealed;

to require convocation of extraordinary general meeting of participants of the economic company, if the decision on the facts of violations, revealed during the inspection or check-up, can be made only by this meeting.

The opinion of the inspecting commission (inspector) of the economic company, drawn up in accordance with the results of carrying out the annual inspection, is submitted for consideration of the general meeting of participants of that company at the approval of the annual report, annual accounting (financial) reports (data of the inventory book of incomes and expenditures), distribution of profit and losses of the economic company.

Article 61. Audit and continuous internal control in the economic company

For carrying out the audit of bookkeeping (financial) reports (data of the inventory book of incomes and expenditures), rendering of other auditing services, including in respect of affiliates and representative offices of the economic company, the economic company is entitled, and in the cases and in accordance with the order by this Law and other legislative acts, should engage an audit organization (auditor - individual entrepreneur).

Rendering of auditing services shall be carried out on the basis of the contract of rendering auditing services in the order established by the legislation. The size and sources of payment for the auditing services in accordance with the agreement are determined, in accordance with the legislation, by the managing bodies of the company, duly authorized in accordance with the statute.

Governing bodies of the economic company, in accordance with their competence, are obliged to take timely measures to eliminate the violations identified in the course of the rendering of auditing services.

The auditing report drawn up in accordance with the results of performance of the audit annual bookkeeping (financial) reports (data of the inventory book of incomes and expenditures) of the economic company shall be submitted for consideration of the general meeting of participants of that company upon approval of the annual report, annual bookkeeping (financial) reports (data of the inventory book of incomes and expenditures), distribution of its profit and losses.

The economic company is obliged to publish the auditor's report prepared based on the results performance of the audit of the annual accounting (financial) reports of the economic company, in the cases and in the order established by the legislation. If, after the publication of the auditor's report, the controlling (supervisory) bodies or the audit organization (auditor - individual entrepreneur) detect violations that are the basis for introduction of changes in the accounting (financial) reports of the economic company and revising of the auditor's report, the audit organization (auditor - individual entrepreneur) must draw up, and the economic company must publish a new auditor's report in the order established by the legislation.

For carrying out continuous internal control over financial and economic activities of the economic company, in accordance with its statute, a control-and-inspection service may be established, the procedure of operation of which service shall be determined by an appropriate local legal act of the economic company, approved by the general meeting of its participants.

CHAPTER 7
ACCOUNTING AND REPORTING, DOCUMENTS OF THE ECONOMIC COMPANY. INFORMATION ON THE ECONOMIC COMPANY

Article 62. Accounting and reporting in the economic company

In the economic company, in accordance with the legislation and according to the accounting policy formulated by the economic company, bookkeeping and other record-keeping concerning financial and economic activity (the inventory book of incomes and expenditures), branches and representations thereof, is organized and carried out, bookkeeping (financial), statistical and other accounting is drawn up and submitted.

The economic company and executive bodies thereof are responsible, in accordance with the legislation and the statute, for the organization, condition and reliability of the record-keeping and accounting in the economic company, submission of bookkeeping (financial), statistical and other accounting, in due time, to the appropriate state bodies (organizations).

In the cases established by this Law and other legislative acts, reliability of the bookkeeping (financial) accounting (data of the inventory book of incomes and expenditures) should be confirmed by the inspecting commission (inspector) or by the auditing organization (auditor -- individual entrepreneur).

In the cases and in the order provided for by legislative acts, the economic company is obliged to draw up consolidated accounting (financial) reports.

Article 63. Documents of the economic company

The documents of the economic company are:

minutes of the constituent meeting (written decisions of the founder of the economic company being founded by one person on the specified in part one of Article 12 and part one of Article 68 of this Law);

the statute of the economic company;

changes and additions made in the statute of the economic company, registered in accordance with the procedure established by the legislation;

the certificate on the state registration of the economic company;

documents confirming the ownership or other real rights to the property being on the balance sheet (accounted in the inventory book of incomes and expenditures) of the economic company;

documents confirming rights to land plots;

minutes of general meetings of participants of the economic company (in an economic company consisting of one participant - written decisions of that participant), minutes of the counting commission and minutes of meetings of other bodies of the economic company;

local legal acts of the economic company regulating the activity thereof;

regulations on branches and representations of the economic company;

statutes of the unitary enterprises founded by the economic company;

statutes of economic companies the sole participant of which is that economic company;

Payment document or another documents confirming the making of the money contribution to the statutory fund of the economic company, and/or conclusion on the independent assessment of the value of a non-money contribution to the statutory fund of the economic company and report on this assessment, and/or an expert conclusion of the authenticity of the internal assessment of the value of non-money contribution to the statutory fund of the economic company, and also other acts of assessment of the value of property of the economic company, which are enclosed to the conclusion;

annual reports and documents of accounting and accounting (financial) reports (inventory book of incomes and expenditures);

statistical and other reports;

conclusions of the inspecting commission (inspector) of the economic company, the auditor’s reports, certificates (notes) of controlling (supervising) bodies;

notifications of concluded shareholder agreements (contract on the exercise of the rights of participants in the limited liability company), as well as lists of persons who have concluded such agreements (contracts);

documents confirming issue (handing out) of the securities of the economic company;

the documents containing the information, which is subject to publication or disclosing by another way in accordance with this Law and other legislation;

lists of affiliated persons of the economic company;

other documents provided by this Law, the statute and local legal acts of the economic company regulating the activity thereof, and also documents the availability of which is mandatory in accordance with the legislation.

The economic company, in accordance with the procedure established by the archive-keeping legislation, should keep the documents at the location of the executive body of the economic company or at another location specified by the legislative acts.

Article 64. Information on the economic company

The information on the economic company is submitted and disclosed by the economic company in accordance with the legislation in the cases established by this Law, other legislative acts and statute, and also on the request of the state bodies and other organizations in the cases established by the legislative acts.

Participants of the economic company, except for the cases established by this Law, are also provided with the information contained in its documents provided for by part one of Article 63 of this Law. Information contained in the documents of the accounting and accounting (financial) reports (inventory book of incomes and expenditures), as well as in the minutes of the sittings of the board of directors (supervisory board) and the collegial executive body of the economic company, is provided at the request of the participants of the economic company who are collectively the owners of ten or more percent of stakes in its statutory fund (shares), unless the statute of the economic company provides for a smaller number of stakes in the statutory fund (shares).

The information on the economic company, with the exception of the cases specified by this Law, can be also disclosed by the economic company, in accordance with the statute thereof, for the potential investors and other interested persons within the scope necessary for making reasonable decision on participation in the company or carrying out other actions capable to influence on the results of activity of the company.

Persons specified in parts two and three of this Article may, in the order provided for by the statute of the economic company, familiarize themselves with the information contained in the documents of the economic company, including by obtaining copies of them, within ten days from the date of submission of the corresponding request directly at the company or through the use of means of communication or other methods ensuring its authenticity, established by the statute or local legal acts of the economic company. For providing the information by the economic company in accordance with this part in the form of copies of documents, the payment can be levied; the size of this payment should not exceed the actual expenses for making those copies and their delivery.

The information on the economic company should be disclosed by that company in the volume and order, established by this Law and other legislative acts.

The responsibility for timeliness and reliability of the information provided and disclosed by the economic company in accordance with the legislation and the statute is rested on the appropriate employees of the company.

CHAPTER 8
JOINT-STOCK COMPANY

Article 65. Basic provisions on the joint-stock company

Joint-stock company is the economic company with the statutory fund divided into the certain number of shares.

The statutory fund of the joint-stock company is composed of nominal value of shares.

The statutory fund of the open joint-stock company and of the closed joint-stock company should not be less than the minimum size provided by the legislation.

In the case of decreasing the cost of net assets of the joint-stock company at the end of the second and every following financial year below the minimal size of the statutory fund established by the legislation, this joint-stock company is subject to liquidation in the order established by this Law and other legislation. In that instance, the decision on the liquidation of the joint-stock company must be adopted in the order established by this Law and the statute of the joint-stock company, not later than six months after the end of the respective financial year, until the ground for the liquidation of the joint-stock company provided in accordance with this part has disappeared within the specified period.

The provisions of Chapters 1-7 of this Law are applied to the joint-stock companies unless otherwise established by this Chapter.

Article 66. Open and closed joint-stock companies

The joint-stock company can be open or closed.

A joint-stock company the shares of may be placed and circulated among a non-limited set of persons is considered as the open joint-stock company. Such a joint-stock company is entitled to conduct an open subscription to the shares issued by it or open sale of shares of an additional issue in the order and under the conditions established by the legislation on securities, as well as a closed placement of shares of an additional issue in the case provided for in part four of Article 76 of this Law, and in other cases stipulated by legislative acts.

The number of shareholders of the open joint-stock company is not limited. The statute of a closed joint-stock company may provide for the establishment of a limit on the number of shareholders. In case of exceeding the number of shareholders of a closed joint-stock company provided for by the statute of that company, the closed joint-stock company is subject to reorganization or the type of joint-stock company is subject to change within one year, and after expiration of that period, the closed joint-stock company is subject to liquidation in court, if the number of participants does not decrease to the limit established by the statute of the closed joint-stock company.

A joint-stock company whose shares are placed only among the shareholders of that company and/or a limited number of persons determined in accordance with part three of Article 76 of this Law is the closed joint-stock company. Such joint-stock company has not the right to carry out public subscription on shares being issued by it, or otherwise offer those shares for purchase to a non-limited set of persons.

The name of joint-stock company should contain words “open joint-stock company” or “closed joint-stock company”. The abbreviated name of joint-stock company should contain the abbreviation "OAO” (open joint-stock company) or "ZAO” (closed joint-stock company).

The joint-stock company is entitled, by decision of the general meeting of shareholders, adopted by a majority (at least three quarters) of the votes of persons who took part in that meeting to change the type of the joint-stock company.

Article 67. Contract on establishing of the joint-stock company

The founders of the joint-stock company conclude an agreement on forming the joint-stock company. The agreement on forming the joint-stock company is subject to application of general provisions of the civil law on contracts and other obligations, unless otherwise followed from the essence of the agreement The agreement on forming the joint-stock company, in addition to the provisions specified in part two of Article 11 of this Law, determines the following:

the information on the founders of the joint-stock company;

categories of shares (equity (ordinary) and preference shares), subject to distribution among founders, nominal value of shares, number of shares of each category;

the procedure of placing of shares among the founders of the joint-stock company.

According to a decision of the founders other data not contradiction the legislation may be included in the agreement on forming the joint-stock company.

The agreement on forming the joint-stock company is considered as concluded since the date of signing by all founders. In case of the unanimous decision of founders on concluding the agreement on forming the joint-stock company, this agreement is considered as concluded since the date of notarial certification.

The agreement on forming the joint-stock company is not considered as the constituent document, and it is terminated since the date of performing the obligations under the agreement by all founders.

In the period of validity of the agreement on forming the joint-stock company until the date of the state registration of the joint-stock company, subject to the unanimous decision of the founders, the changes and additions, executed in the same form as the agreement, can be made in the agreement on forming the joint-stock company, if otherwise does not follow from this agreement.

The agreement on forming the joint-stock company is subject to submission in the state bodies and other organizations, and to third parties, in the cases established by the legislative acts, or in accordance with the decision of founders.

Article 68. Constituent meeting of the joint-stock company

The competence of the constituent meeting of the joint-stock company, in addition to the matters specified in part one of Article 12 of this Law, covers the approval of the decision on issue of shares.

The decision on issue of shares is subject to unanimous approval by the founders of the joint-stock company.

Decisions on forming of managing bodies and supervising bodies of the joint-stock company and on election of the members thereof are made by the founders of the joint-stock company, by the majority comprising at least three quarters of votes from the total number of votes of the founders of the joint-stock company.

The number of votes belonging to the founders is determined proportionally to the number of shares which are subject to distribution among the founders.

Article 69. Statute of the joint-stock company

The statute of the joint-stock company is the constituent document of the joint-stock company and is to be approved by its founders.

The Statute of the joint-stock company, in addition to the data specified in part two of Article 14 of this Law, should contain the following data:

on the total number of shares, nominal value of shares, categories of shares being issued by the joint-stock company, number of shares of each category;

on the fixed size of preference shares dividend (in value terms or in terms of percentage, in relation to the nominal value of shares) or on the procedure of determination of these dividends (in case of issuing of preference shares);

on the fixed value of property (in value terms or in terms of percentage, in relation to the nominal value of shares), which is subject to transfer to the holder of the preference share in case of liquidation of the joint-stock company, or on the procedure of determination of this fixed value (in case of issuing of preference shares);

on the priority of payment of dividends, for each type of preference shares, and on the priority of the distribution of property between the shareholders being the holders of these shares, in case of liquidation of the joint-stock company (in case of issuing of preference shares of several types).

The statute of the joint-stock company should contain any other data which are mandatory for the statute in accordance with this Law.

Making changes and/or additions in the statute of the joint-stock company is carried out in accordance with the decision of the general meeting of shareholders.

Article 70. Shares of the joint-stock company

Share is a registered emissive security evidencing a contribution to the statutory fund of a joint-stock company, being issued for an indefinite term in book-entry form and certifying a determined volume of the holder's rights depending on its category (common (ordinary) or preferred), type (for a preferred share).

The joint-stock company has the right to issue shares of two categories: equity (ordinary) shares and preference shares.

Each equity (ordinary) share certifies identical scope of rights of the shareholder.

The statute of the joint-stock company may provide for the issuing of preference shares of one or several types.

Each preference share of the same type certificates identical scope of rights of the shareholder. This scope of rights is determined by the statute of the joint-stock company, subject to the requirements of this Law.

Types of preferred shares differ in the scope of rights certified thereby, including the fixed size of the dividend, and/or priority of payment thereof, and/or the fixed value of the property which is subject to transfer in case of liquidation of the joint-stock company, and/or priority of distribution of this property.

The preference shares of all types should not exceed twenty five percent in the total amount of the statutory fund of the joint-stock company.

The general meeting of shareholders is entitled, if it is provided by the statute of the joint-stock company, to take decision on changing the number of shares without changing the amount of the statutory fund. Change of the number of shares without changing the amount of the statutory fund is carried out through exchange of two or more shares of the company for one new share of changed nominal value of the same category (type) (consolidation of shares) or exchange of one share of the company for two or more shares of changed nominal value of the same category (type) (splitting of shares). In doing so it is not allowed to change the number of shareholders and the ratio of their stakes, and the creation of parts of shares (fractional shares).

Simultaneously with the decision on consolidation or splitting of shares the general meeting of shareholders is obliged to take decision on introducing respective changes into the statute of the joint-stock company concerning the nominal value and the number of shares of the company of the respective category (type).

The restrictions of total nominal value or number of equity (ordinary) shares and/or preference shares, or of a portion of such shares in the total amount of the statutory fund of the joint-stock company, belonging to one shareholder, can be established by the legislative acts or by the statute of the joint-stock company.

Article 71. Rights and liability of shareholders

The shareholders, holding the equity (ordinary) shares, have the right to:

obtaining of part of profit of the joint-stock company in the form of dividends;

obtaining, in case of liquidation of the joint-stock company, of part of the property which has remained after settlements with creditors, or of part of the value of this property;

participation in the general meeting of shareholders with a vote on the matters included in the competence of the general meeting of shareholders.

The shareholders, holding the preference shares, have the right to:

obtaining of part of the profit of the joint-stock company in the form of dividends of fixed size within the time limit determined by the statute of the joint-stock company for payment of dividends on preference shares;

obtaining, in case of liquidation of the joint-stock company, of part of the property which has remained after settlements with creditors, or of part of the value of this property;

participation in the general meeting of shareholders with a vote in the cases provided by parts 3 and 4 of this Article.

The shareholders – holders of preference shares are entitled to participate in the general meeting of shareholders with a vote at making the decision on reorganization or liquidation of the joint-stock company, on changing the type of the joint-stock company, on introduction of changes and/or additions in the statute of the joint-stock company, limiting their rights. A decision on introduction in the statute of the joint-stock company of changes and/or additions restricting the rights of shareholders - owners of preference shares shall be made by a majority (at least three quarters) of votes of shareholders - owners of common (ordinary) shares participating in the general meeting of shareholders, and by a majority (not less than three quarters) of votes of shareholders - owners of preferred shares whose rights are being limited, participating in the general meeting of shareholders, if a larger number of votes is not provided for by the statute of the joint-stock company.

If the decision was adopted on the general meeting of shareholders on non-payment of dividend on the preference shares of the certain type, or on partial payment of dividend, or if the decision on dividend payment within the time limit determined by the statute was not adopted, the shareholders holding the preference shares of such type, may participate in the subsequent general meetings of shareholders with a right to vote since the moment of adoption (non-adoption) of such decision till the date of payment of dividends on those shares in full.

The shareholders are not liable for the obligations of the joint-stock company; the shareholders bear the risk of the losses, related with activity of the company, within the limits of value of shares which belong to them.

The shareholders, who have not completely paid up the shares, are jointly and severally liable for the obligations of the joint-stock company within the limits of the unpaid part of value of shares belonging to them.

The joint-stock company should conclude the agreement with the depositary on depositary service of the joint-stock company. In accordance with the provisions of this agreement, the depositary, by the request of the joint-stock company, carries out the formation of the register of shareholders. The joint-stock company is obliged to take measure on ensuring the protection of data entered into the register of shareholders and is entitled to provide such data to state bodies, legal or natural persons in accordance with the legislative acts. Members of the board of directors (supervisory board), the collective executive body, a person carrying out the powers of the sole executive body, members of the inspecting commission (inspector) of the economic company, workers of the auditing organization and of the auditor – individual entrepreneur rendering auditing services to the economic company, as well as the auditor – individual entrepreneur rendering auditing services to the economic company, other persons having (that had) access to the data entered into the register of holders of securities due to their positions, labour duties or a civil-law contract are not entitled to transfer such data to third persons with the exception of cases established by acts of legislative acts or otherwise use them for personal purposes. These persons bear responsibility for illegal use or dissemination of the said information in accordance with the legislative acts.

Article 72. Dividends of the joint-stock company

The joint-stock company is entitled to distribute between the shareholders – owners of common (ordinary) shares, and among shareholders – owners of preference shares is obliged to distribute a part of profit remaining in its disposal after payment of taxes and other mandatory payments and covering the losses of the current periods, arisen through the fault of the joint-stock company, by means of payment of dividends, with the exception of the cases established by part five of this Article. In the cases and in the order determined by legislative acts, the joint-stock company is obliged to pay dividends. Decisions on the declaration and payment of dividends for the first quarter, six months and nine months may be adopted by the joint-stock company on the basis of the data of its interim accounting (financial) reports, and according to the results of the year – on the basis of the data of the annual accounting (financial) reports.

The joint-stock company has the right to allocate part of profit on forming the special fund for accumulation and payment of dividends on preference shares.

The procedure of the declaration and payment of dividends on common (ordinary) shares is determined by the statute of the joint-stock company, with the exception of the term of payment of dividends, which may be determined by a decision of the general meeting of shareholders, adopted by the majority of not less than two thirds of votes of persons participating in that meeting, as well as by legislative acts. If the term of payment of dividends on common (ordinary) shares is not determined by the statute of the joint-stock company or by the decision of the general meeting of shareholders, that term should not exceed sixty days after the date of adoption of the decision on the announcement and payment of dividends. If the term of payment of dividends on equity (ordinary) shares, determined by the statute of the joint-stock company is more than sixty days, in the event of early payment of dividends (in full or in part), the dividends are to be paid simultaneously to all shareholders holding equity (ordinary) shares in proportion to the number of shares belonging to them.

The list of shareholders, having the right for obtaining dividends, is determined on the basis of the same register of shareholders, on the basis of which the list of persons having the right on participation in the general meeting of the shareholders, which have made a decision on payment of corresponding dividends, was determined.

The joint-stock company is not entitled to adopt a decision on the declaration and payment of dividends, as well as to pay dividends, if on the day of such decision or on the day of payment of dividends:

the statutory fund is not paid up completely;

value of net assets of the joint-stock company is or would be, as a result of payment of dividends, less than the amount of the statutory fund and the surplus funds;

the joint-stock company acquires or has stable insolvency in accordance with the legislation on economic insolvency (bankruptcy) or if the mentioned insolvency will arise for that company as a result of dividends payment;

redemption of shares of the joint-stock company on request of shareholders thereof is not completed in accordance with Article 78 of this Law.

In the event of the termination of the circumstances specified in part five of this Article, the joint-stock company is obliged, not later than sixty days from the date of termination of those circumstances, to fulfill the decision on declaration and payment of dividends and to carry out their payment to shareholders.

The procedure of the announcement and payment of dividends of the joint-stock company, at the extent not stipulated by the statute of the joint-stock company, can be also determined by the local legal act of the company approved by the general meeting of shareholders.

Article 73. Circulation of shares of the closed joint-stock company

The statute of the closed joint-stock company may be provide that shareholders of the closed joint-stock company have pre-emptive right on purchasing shares being sold by other shareholders of the company.  The statute also may provide that the company itself is entitled to purchase the shares unclaimed by shareholders at the price agreed with their holder and/or to propose to a third person (hereinafter – third person determined by the company) to purchase those shares at the price not lower than the price offered to the shareholders of the closed joint-stock company, if, as a result of the exercise by the shareholders of the pre-emptive right to purchase shares, the shares cannot be acquired in the proposed quantity.

If the shares offered for realization cannot be purchased by shareholders and/or the company, and/or the third person determined by the company in full, an agreement may be reached with the shareholder about the partial sale of the shares offered for realization. The shares remaining after the partial sale may be sold by the shareholder to any third person at the price not lower than the price proposed to the shareholder of the closed joint-stock company.

When shareholders and the company did not give the consent to purchase shares being sold by another shareholder of the closed joint-stock company within the term established by the statute of the company, or they refused to purchase them, or the agreement on partial sale of shares offered for realization has not been reached, these shares may be sold by the shareholder to any third person at the price not lower than the price proposed to the shareholder of the closed joint-stock company.

The shareholder that intends to sell shares belonging to him is obliged, in the order provided by the statute of the company, to notify the company and other shareholders about his intention with indication of the price and other conditions of the sale of shares. The shareholder is entitled to instruct the company to notify other shareholders about his intention to sell shares belonging to him. In this instance the company is obliged to notify, in the order established by the statute of the company, other shareholders about the intention of the shareholder to sell share belonging to him within the term not later than five days from the day of receipt of notification of the shareholders about it. Unless otherwise provided by the statute of company, the notification of shareholders of the company is carried out at the cost of the shareholder that intends to sell his shares. When the company does not notify other shareholders about the intention of the shareholder to sell share belonging to him within the indicated term, such shareholder himself notifies other shareholders about his intention. In this event the notification of shareholders of the company is carried out at the expense of the closed joint-stock company.

When shareholders of the closed joint-stock company realize the pre-emptive right to buy shares offered for realization, the shares are purchase by shareholders proportionally to the number of shares belonging to each of them. When someone of shareholder refused to purchase shares, those share are purchased by remaining shareholders proportionally to the number of shares belonging to each of them.

If the statute of a closed joint stock company provides for a pre-emptive right to purchase shares, that statute must also determine:

the procedure of actions of the shareholder intending to sell shares belonging to him, including the method of notification of the company and other shareholders about the intention to sell the shares, and requirements to the information included in this notification (the price and other terms of sale);

the procedure of notification of other shareholders by the company about the intention of the shareholder to sell shares belonging to him, including the method of notification of shareholders by the company, and requirements to the information included in this notification (number of shares which each of shareholders may purchase as a result of realization of the pre-emptive right to purchase shares, price and other terms of sale);

the procedure and term of realization by shareholders of their pre-emptive right and the right of the company to purchase of shares being sold by other shareholders of the closed joint-stock company;

the procedure and term for making proposal by the company to a third person determined by the company about the purchase, and also the term of purchase by this person of shares being sold by shareholders of the closed joint-stock company.

The statute of the closed joint-stock company may determine the procedure for realization of the pre-emptive right to purchase shares of the closed joint-stock company other than that provided by parts one – five of this Article, with the exception of rules on the need to notify all other shareholders by the shareholder of his intention to sell his shares, on the priority of their purchase and requirement concerning the purchase of shares by third persons at the price not lower than the price proposed to the shareholder of the closed joint-stock company.

Concession of the pre-emptive right on purchasing shares, sold by other shareholders of the company, by the shareholders of the closed joint-stock company, is not allowed.

In case of purchasing shares with violation of the pre-emptive right of shareholders of the closed joint-stock company or the right of the company on purchasing shares being sold by other shareholders of that company the statute of which provide for a pre-emptive right to purchase shares, any shareholder of the company and/or the company has the right, within three months after the date when the shareholder or the company were informed or should be informed on such violation, to require judicially to transfer the rights and duties of the purchaser to this shareholder or the company.

If the statute of a closed joint stock company provides for a pre-emptive right to purchase shares, pledge of shares of that company and subsequent levy of execution on those shares by the pledgee shall be carried out in accordance with the rules established by parts one to five of this Article. However, the pledgee is entitled to retain the shares, instead of alienation of the shares to a third person.

All rights certified by the shares of such a company, including the right to participate in the general meeting of shareholders, are transferred to the heir of a shareholder of a closed joint-stock company.

The statute of the closed joint-stock company can provide necessity of obtaining the consent of the company on alienation of shares to a third party by the way other than sale. The consent of the closed joint-stock company is considered obtained, if, within the term provided by the statute of the company, written consent of all the shareholders of the company is obtained, or no written refusal is obtained from any of the shareholders.

The transfer of shares of a closed joint-stock company, the statute of which provides for the pre-emptive right to purchase shares, under an exchange contract shall be carried out in accordance with the rules established by parts one to five and seven of this Article, unless otherwise follows from the essence of the exchange contract.

The statute of a closed joint stock company or a decision of the general meeting of shareholders adopted by a majority of at least three quarters of the votes of the persons who took part in that general meeting may limit the circle of third persons to whom the shareholders of that company may sell or alienate otherwise than sale, shares of that company.

If the statute of a closed joint-stock company does not provide for the pre-emptive right to purchase shares, the shareholders of that company are entitled to sell or otherwise alienate their shares to another shareholder (shareholders) or third persons without observing the procedure established by parts one through five of this Article.

Shares acquired by the closed joint-stock company in accordance with this Article shall be at disposal of that company. The closed joint-stock company is entitled to dispose of such shares in the order and on the conditions established by parts five and six of Article 77 of this Law.

Provisions of this Article shall not apply to the acquisition by a closed joint-stock company of shares of that company according to a decision of the company itself in accordance with Article 77 of this Law, as well as to the redemption by a joint-stock company of shares at the request of its shareholders in accordance with Article 78 of this Law.

Article 74. Increase of the statutory fund of the joint-stock company

The increase of the statutory fund of the joint-stock company shall be carried out by means of issuance of shares of an additional issue or by increase of nominal value of shares. The increase of the statutory fund of the joint-stock company is permitted after paying up the statutory fund in full.

The increase of the statutory fund of a joint-stock company by means of issuance of shares of an additional issue may be carried out both at the expense of own capital of that company and/or of means of its shareholders and at the expense of means of third persons, including by means of a setoff of monetary claims toward that joint-stock company. The increase of the statutory fund of the joint-stock company by means of an increase of the nominal value of shares shall be carried out at the expense of own capital of that company and, upon a unanimous adoption of such a decision by all shareholders – at the expense of means of its shareholders.

The amount for which the statutory fund of the joint-stock company is increased at the expense of own capital should not exceed a difference between the value of net assets and the sum of the statutory fund and reserve funds of that company.

In case of increase of the statutory fund of the joint-stock company by issuance of shares of an additional issue, the general meeting of its shareholder shall approve a decision on issuance thereof, containing the requisites and the data established by the legislation on securities.

In case of increase of the statutory fund of the joint-stock company by means of issuance of shares of an additional issue at the expense of own capital of the joint-stock company, the shares of that issue shall be placed, unless otherwise provided by the legislative acts, among all shareholders proportionally to the number of shares of the same category and the same type, belonging to the shareholders.

In case of increase of the statutory fund of the joint-stock company by means of issuance of shares of an additional issue, the statutory fund shall be increased by the sum of nominal values of the placed shares of the additional issue. In the shares of the additional issue are placed by subscription, the results of subscription are subject to approval by the general meeting of shareholders.

Article 75. Decrease of the statutory fund of the joint-stock company

Decrease of the statutory fund of the joint-stock company is carried out by reduction of the nominal value of shares or purchase of part of shares by the joint-stock company for the purpose of reduction of total number thereof.

The joint-stock company has not the right to make a decision on decreasing the statutory fund if, as a result of such decrease, the statutory fund of the joint-stock company would become less than the minimum amount of the statutory fund provided by the legislation.

Decrease of the statutory fund of the joint-stock company by purchase of part of shares by the company for the purpose of reduction of total number of shares is permitted, if such opportunity is provided by the statute of the joint-stock company, with the exception of the cases established by part eight of Article 77 of this Law.

In case of decreasing the statutory fund of the joint-stock company by purchase of part of shares by the company for the purpose of reduction of total number of shares, the statutory fund is decreased by the sum of nominal values of purchased shares.

Decrease of the statutory fund of the joint-stock company is subject to prior notification of all creditors of the company in accordance with the procedure established by part five of Article 28 of this Law.

Article 76. Placing of shares by the joint-stock company

At founding of the joint-stock company, all shares thereof should be allocated among the founders.

Placing of shares of an additional issue by the joint-stock company may be public or closed.

Upon a open placement of shares of an addition issue by the joint-stock company, they shall be placed among an unlimited range of persons, upon a close placement – among shareholders, creditors of the joint stock company, members of the board of directors (supervisory board), of the executive body and/or employees of that joint stock company, and in a close joint-stock company – also among a limited range of persons defined by the statute of the close joint-stock company or, if the statute of the close joint-stock company does not define the mentioned range of persons, among persons other than shareholders of that company, defined by a decision of the general meeting of shares of the close joint-stock company.

An open joint-stock company is entitled to carry out the public placing of shares of an additional issue. In the case of placement of shares of an additional issue at the expense of own capital of the open joint-stock company, means of its shareholders, creditors by means of a setoff of monetary claims toward that joint-stock company, as well as means of members of the board of directors (supervisory board), executive body and/or employees of the joint-stock company, that company is entitled to conduct a closed placement of shares of the additional issue.

A closed joint-stock company is entitled to carry out only a closed placing of shares of an additional issue.

The statute of the joint-stock company may provide for a pre-emptive right of the shareholders, holding common (ordinary) or other voting shares, on purchasing of shares of the additional issue, unless otherwise provided by the legislative acts. In such a case, the statute of the joint-stock company should contain:

the procedure of determination of the number of shares which each shareholder has the right to purchase;

the procedure of notification of the shareholders about their pre-emptive right on purchasing shares, including the requirements for the information contained in such notification;

the term of validity of the pre-emptive right on purchasing shares;

the procedure for the shareholders wishing to implement the pre-emptive right on purchasing shares.

A joint-stock company it entitled, if it is provided for by the statute of that company, to carry out issuance of shares of an additional issue for the purpose of their subsequent gratuitous transfer or sale to members of the board of directors (supervisory board), of the executive body and/or employees of that joint-stock company, subject to their fulfillment of the conditions stipulated by local legal acts approved by the general meeting of shareholders and/or by civil law (labor) contracts concluded with such persons.

In joint-stock companies in the statutory funds of which stakes belong to the Republic of Belarus and/or its administrative-territorial units, the issuance of shares of an additional issue for the purpose of their subsequent transfer or sale to the persons specified in part seven of this Article is allowed upon consent of the President of the Republic of Belarus.  In that instance, the gratuitous transfer of shares of the additional issue to the specified persons shall be carried out subject to the achievement of performance indicators of the joint-stock companies after the expiration of the time periods determined by civil (labor) contracts concluded with such persons.

The statute of a joint-stock company may provide for the formation of a special fund from the net profit for the acquisition of shares of that company for the purpose of their subsequent gratuitous transfer or sale to members of the board of directors (supervisory board), executive body and/or to employees of that company.

When selling to the persons specified in part nine of that Article, shares of the joint-stock company acquired at the expense of means of a special fund, monetary means received from such sale of shares shall be directed to the formation of that fund.

The procedure of implementation by the shareholders of the pre-emptive right on purchasing shares of an additional issue in the aspects not settled by the statute of that company, may be determined by the local legal act approved by the general meeting of shareholders.

Placement of shares of an additional issue, irrespective of the sum of their nominal values thereof or of the interest of the affiliated persons in placing of such shares is not considered as a major transaction or as a transaction in which there is an interest of affiliated persons.

Before the state registration of shares in accordance with the procedure established by the legislation on securities, the joint-stock company has no right to dispose of money resources or to alienate other property, obtained as payment of shares placed, and the investor has no right to alienate the shares he paid for.

Payment for shares distributed among the founders of a joint-stock company at its establishment, shares of an additional issue may be carried out with the property provided for in part one of Article 29 of this Law. Payment for shares of an additional issue by means of an setoff of monetary claims toward the joint-stock company is allowed in the event of a closed placement of shares among shareholders and/or creditors of that company.

The statute of a joint-stock company may provide for a restriction on the types of property that may used to pay for the shares of that company.

Article 77. Purchasing the joint-stock company of shares of that company according to decision of the company itself

The decision on purchasing by the joint-stock company of shares of this company is taken by the general meeting of shareholders for the purposes of purchasing shares for:

subsequent sale or gratuitous transfer to the state;

subsequent proportional distribution among shareholders;

subsequent sale to the investor on conditions provided by the business plan of the company;

annulment;

subsequent transfer to a foreign or international legal person, organization not being a legal person, issuing foreign depositary receipts for sale of shares using foreign depository receipts;

subsequent gratuitous transfer or sale to members of the board of directors (supervisory board), of the executive body and/or to employees of that joint-stock company;

other instances provided for by the legislative acts.

The decision of the general meeting of shareholders on purchasing by the joint-stock company of shares of this company shall determine:

the purpose of purchasing shares;

categories of shares purchased; for preference shares, types should also be specified;

number of purchased shares of each category and type, purchase price of shares, form and term of payment for shares;

the term for submitting of offers an sale of share by shareholders;

the term during which share purchase is carried out;

procedure of notification of shareholders holding the shares the decision on purchase of which was made.

Unless otherwise specified in the statute of the joint-stock company, payment for shares at purchase thereof by the decision of the joint-stock company is fulfilled in money. The term during which the purchase of shares should be carried out, should never be less than thirty days and more than six months after making the decision on share purchase.

Each shareholder – owner of shares of a certain category (for preference shares – and of a certain type), in relation to which the decision on purchase is adopted, is entitled to sell his shares, and the join-stock company is obliged to purchase the shares from the shareholders who submitted proposals on the sale of shares within the time limit established by a decision of the general meeting of shareholders on purchase by the joint-stock company of shares of that company. If the total number of shares, offered for purchasing, exceeds the number of shares, in relation to which the decision on purchase thereof is made by the joint-stock company; these shares are purchased from shareholders proportionally to the offers declared.

The shares acquired by the joint-stock company in accordance with the decision of the general meeting of shareholders on reduction of the statutory fund of the joint-stock company for the purpose of reduction of total number of shares, are subject to nullification in accordance with appropriate decision of the authorized state body on the basis of the documents submitted by the joint-stock company in accordance with the security legislation. The shares purchased in accordance with the decision of the joint-stock company in other cases, are assigned to the disposal of the company.

The shares assigned to the disposal of the joint-stock company do not grant a vote, these shares are not taken into consideration at counting of votes on the general meeting of shareholders; the dividends are not accrued on these shares, with the exception of the case specified in part seven of this Article. Such share must be realized in accordance with the purpose determined in the decision of the general meeting of shareholders within one year, unless otherwise established by the statute of the joint-stock company. Otherwise, the general meeting of shareholders should make a decision on reduction of the statutory fund of the joint-stock company by the sum of net values of the shares which were assigned to the disposal of the company.

Subject to the decision of the general meeting of shareholders, the opportunity of obtaining the dividends by the members of executive bodies of the company on the shares assigned to the disposal of the company can be provided, if such opportunity is stipulated by the statute of the joint-stock company.

The joint-stock company has not the right to make a decision on purchasing shares and to purchase shares under the following circumstances:

before complete paying up of the statutory fund;

if the joint-stock company acquires or has stable insolvency in accordance with the legislation on economic insolvency (bankruptcy) or if the mentioned insolvency will arise for that company as a result of purchase of shares;

if, at the date of purchase of shares, the cost of net assets of the joint-stock company is or would be, as a result of purchase of shares, less than sum of the statutory fund and surplus funds;

if the sum of net values of the shares, being at the disposal of the joint-stock company, will comprise more than ten percent of the statutory fund of the company, except for a case of reduction of the statutory fund;

if the shareholder who has submitted a proposal to sell shares of that joint-stock company is its only participant;

before completion of redemption of shares of the joint-stock company on the request of shareholders thereof, in accordance with Article 78 of this Law.

Transactions on acquisition by the joint-stock company of shares of that company concluded without adoption of a respective decision of the general meeting of shareholders are void.

Article 78. Redemption of shares of the joint-stock company at the request of its shareholders

The redemption of shares of the joint-stock company on the request of shareholders of this company is carried out in the following cases:

reorganization of the joint-stock company, if the shareholders requesting for redemption of their shares have voted against adoption of the decision on its reorganization or were not duly notified on holding the general meeting of shareholders, on which such a decision was adopted;

making changes and/or additions in the statute concerning the rights of shareholders which entailed of limitation of these rights, if the shareholders requesting for redemption of the shares have voted against the appropriate decision or did not participate in the general meeting of shareholders, on which the decision was adopted;

conclusion of a major transaction of the joint-stock company, if the shareholders requesting for redemption of their shares have voted against the decision on making the major transaction or were not duly notified on holding of the general meeting of shareholders on which such a decision was adopted;

change of the kind of the joint-stock company, if the shareholders requesting for redemption of their shares have voted against adoption of the decision on changing the kind of the joint-stock company or were not duly notified on holding the general meeting of shareholders, on which such a decision was adopted.

The list of shareholders the shares of which should be redeemed by the joint-stock company on the request of shareholders shall be drawn up not later than within five days from the date of adoption of the respective decision by the general meeting of shareholders on the basis of data of the same register of shareholders, on the basis of which the list of persons was draw up, having the right for participation in the general meeting of shareholders, the agenda of which included the items, making the decision on which can entail arising of the right of shareholders on the request for redemption of shares of that company.

The price of the redemption of shares of the joint-stock company on the request of its shareholders shall be approved by the same general meeting of shareholders which adopts the decision which can entail arising of the right of shareholders to request redemption of shares of that company. In the case of conducting an independent assessment of the value of shares, the redemption price of shares must not be less than the value of the shares specified in the assessment report. The independent assessment of the value of shares shall be held on the request of shareholders that hold in aggregate two percent and more of voting shares of the joint-stock company at the expense of means of that company or may be held on the initiative of the company itself or of any shareholder(s) at the expense of own means. The price of the repayment of shares of the joint-stock company at the request of its shareholders must be included in the agenda in which the issue the adoption of a decision on which can entail arising of the right of shareholders to request for redemption of shares of that company.

Shareholders' demands for an independent assessment of the value of shares may be submitted not later than seven days before the date of the general meeting of shareholders. The notification on the holding of the general meeting of shareholders, the agenda of which includes issues, the adoption of decisions on which may entail the arising of the shareholders 'right to demand the redemption of the shares of that company, must contain information on the order and time limits for submitting shareholders' demands for conducting an independent assessment of the value of shares. In case of receipt of demands from shareholders to conduct an independent assessment of the value of shares within a time frame that does not allow for an independent assessment of the value of shares by the date of the general meeting of shareholders, the authorized body of the joint-stock company shall adopt a decision to postpone the date of consideration by the general meeting of shareholders of issues, the adoption of decisions on which may entail the arising of the shareholders' right to demand the redemption of the shares of that company. Notification of persons having the right to participate in the general meeting of shareholders about the postponement of the date of consideration of such issues shall be carried out in the order established by the statute of the joint-stock company.

Unless otherwise specified in the statute of the joint-stock company, payment for shares at redemption thereof on the request of shareholders is fulfilled in money.

The total amount of money, allocated by the joint-stock company on redemption of shares on the request of shareholders of this company, cannot exceed ten percent of value of net assets of the joint-stock company at the date of making the decision which entailed arising of the right of shareholders on the request for redemption of shares of the joint-stock company by this company. If the total number of shares, offered for redemption on the request of shareholders, exceeds the number of shares, which can be purchased by the joint-stock company, taking into consideration the limitation stipulated hereby, these shares are redeemed from shareholders proportionally to the offers declared.

Notification of shareholders of their right to demand redemption of shares shall be carried out not later than within ten days from the date of adoption of the respective decision by the general meeting of shareholders in the order established by the statute of the joint-stock company.

Shareholders' demands for the redemption of shares must be presented or withdrawn in the order and time limits provide for by the statute of the joint-stock company. In case the statute of the joint-stock company does not specify the time period for submitting or withdrawing shareholders' demands for the redemption of shares, it should not exceed sixty days from the date of adoption of the respective decision by the general meeting of shareholders. The withdrawal of the demand for the redemption of shares is allowed only in relation to all shares of the joint-stock company submitted by the shareholder for redemption.

The authorized body of the economic company not later than five days from the date of expiry of the deadline for submitting shareholders 'demands for the redemption of shares,shall approve a report on the results of submission of shareholders' demands for the redemption of their shares, which must contain information on the number of shares in respect of which the demands for their redemption have been declared, and the number of shares in which they can be redeemed by the joint stock company.

The joint-stock company, not later than thirty days from the date of expiry of the deadline for submitting shareholders' demands for the redemption of shares is obliged, in the order provided for by the statute of that company, to satisfy the demands for the redemption of shares or to notify the shareholders of the refusal of such redemption.

The shares redeemed by the joint-stock company in cases provided for by this Article shall be assigned to the disposal of the company. The joint-stock company is entitled to dispose of such shares in the order and on the conditions established by parts one, five and six of Article 77 of this Law.

The shareholder that submitted the request for redemption of shares in accordance with this Article, in case of rejection of that request, has the right to contest in court the refusal of the joint-stock company of such redemption within six months from the day of the notification on refusal.

Shareholders of joint-stock companies created in the process of privatizing state property or by transforming lease-hold enterprises, collective (people's) enterprises, collective farms (agricultural production cooperatives), state enterprises, state unitary enterprises, more than fifty percent of whose shares belong to the state, are not entitled to request the redemption of their shares, in the event of their reorganization in the form of joining one or more legal persons to them, as well as a shareholder who is the only member of that joint-stock company.

Article 79. Competence of the general meeting of shareholders

The exclusive competence of the general meeting of shareholders, in addition to the matters assigned by part one of Article 34 of this Law and by the statute of the joint-stock company to the exclusive competence of the general meeting of participants of the economic company, includes adoption and approval of the decision on the issue of shares, adoption of decisions on acquisition (alienation) by the joint-stock company of shares of that company and on announcement and payment of dividends for the first quarter, the first half of the year, nine months on the basis of the data of its interim accounting (financial) reports, and according to the results of the year - on the basis of the data of the annual accounting (financial) reports.

The competence of the general meeting of shareholders includes forming of executive bodies of the joint-stock company and termination of powers thereof before the appointed time, if these matters are not included in the competence of the board of directors (supervisory board) in accordance with the statute of the joint-stock company.

Article 80. Proposals for the agenda of the general meeting of shareholders

The shareholders (shareholder) holding, in total, two and more percent of voting shares of the joint-stock company (if the lesser number of voting shares is not provided by the statute of the joint-stock company), can make proposals for the agenda of the general meeting of shareholders, on the candidate members of the board of directors (supervisory board) and on the candidate members of the inspecting commission (inspector), in accordance with the procedure established by the statute of the joint-stock company.

Article 81. List of persons having the right for participation in the general meeting of shareholders

The list of persons, having the right for participation in the general meeting of shareholders, is drawn up on the basis of data of the register of shareholders for the date specified by the authorized body of the economic company. Date of formation of the register of shareholders on the basis of which the list of persons having the right for participation in the general meeting of shareholders is drawn up, may not be determined before the date of adoption of the decision on conducting the general meeting of shareholders.

The list of persons, having the right for participation in the general meeting of shareholders, should contain a name of each such person, the data of identity documents or other data necessary for identification of the shareholder, the data on the number of shares belonging to the shareholder, the data on a category and type of shares, on which the shareholder has a vote, address for sending the notification on carrying out the general meeting of shareholders, the ballots for voting and the notification on the decisions made by the general meeting of shareholders.

On the request of the persons holding, in total, not less than one percent of voting shares, the list of persons, having the right on participation in the general meeting of shareholders, should be made available for persons who submitted the request. However, the data of the identity documents and postal addresses and/or addresses of the electronic mail of natural persons included in this list are made available only subject to the written consent of these persons.

On the request of any person having the right for participation in the general meeting of shareholders, the joint-stock company should, within three days, issue an extract from the list of persons having the right on participation in the general meeting of the shareholders, containing the data acknowledging that this person is included in the before-mentioned list, or the note certifying that this person is not included in the before-mentioned list.

Changes in the list of persons, having the right for participation in the general meeting of shareholders, can be made only for the purposes of restoration of infringed rights of these persons who were included in the before-mentioned list at the date of drawing up thereof, or for the purposes of correction of errors made at drawing up this list. In the event of the transition (transfer) of the right to shares after the date of formation of the register of shareholders, on the basis of which the list of persons having the right to participate in the general meeting of shareholders was drawn up, and before the date of the general meeting of shareholders to another person (new shareholder), such person has the right to participate in that general meeting upon presentation of evidence confirming the transition (transfer) of the right to shares. In the specified cases, the requirements of Article 39 of this Law on notification on conducting a general meeting of participants of the economic company are not applied. When that person applies to the joint-stock company for information (documents) to be provided to shareholders in preparation for the general meeting of the joint-stock company, as well as for other information contained in the notification on conducting the general meeting of shareholders, prior to its conducting, the joint-stock company is obliged to provide the specified information (specified documents).

Article 82. Counting commission

The counting commission is formed in the joint-stock company the number of shareholder in which is more than one hundred. The number of members of the counting commission of the joint-stock company can not be less than three persons. Members of bodies of the economic company, including the representatives of the managing organization or the managing director, and the persons nominated as the candidates for the posts in these bodies, cannot be the members of the counting commission.

The counting commission confirms the availability of a quorum of the general meeting of shareholders, explains the questions arising in connection with implementation of the right to participation in the general meeting of shareholders by the persons having such right, explains a voting procedure concerning the matters presented for voting, provides observance of the established voting procedure and implementation of the voting rights, carries out counting of votes and sums up the results of voting, draws up and submits for keeping, in accordance with part two of Article 63 of this Law, the report of voting results and voting ballots.

Article 83. Procedure of voting and adoption of decisions at the general meeting of shareholders

Voting on the general meeting of shareholders is carried out in accordance with a principle “one voting share - one vote”, with the exception of carrying out the cumulative voting.

The voting share of the joint-stock company is equity (ordinary) or preference share, granting the voting right for the shareholder (the holder of this share) at making the decision on the matter presented for voting, in the cases stipulated in this Law.

If the agenda of the general meeting of shareholders includes items, voting on which is carried out by different groups of voting persons, the quorum for making the decision on these items is determined separately. In such a case, absence of quorum for making the decision concerning the matters, voting on which is carried out by one group of voting persons, does not prevent making the decision on the matters, voting on which is carried out by other group of voting persons, if the quorum for the latter is available.

In the joint-stock company with the number of shareholder holding voting share of more than one hundred, the voting in the general meeting when taking decision on matters included in the agenda is carried out only by voting ballots.

The ballot for voting should contain:

the wording of the issue or its serial number in the agenda of the meeting;

voting options on the issue expressed by the words “for”, “against”, “abstained”, or voting options for each candidate to the bodies of the joint-stock company;

the number of votes belonging to the shareholder.

The ballot for voting should be signed by the shareholder or a person having the right to participate in the general meeting of shareholders, and in the case of using remote service systems - be sent by a method that should make it possible to reliably establish that the corresponding ballot was sent by the shareholder or a person having the right to participate in the general meeting.

Ballots for absentee voting must be handed over or sent to the persons indicated in the register of shareholders formed in accordance with part one of Article 81 of this Law, in order provided for by part three of Article 46 of this Law. A person who has received a ballot for absentee voting is entitled to transfer, on the basis of a power of attorney, the power to fill out that ballot to another person. In that case, such a power of attorney must be attached to the ballot for absentee voting.

On the matters presented for voting, for which the shareholders of equity (ordinary) or preference shares have voting rights, the counting of votes on the general meeting of shareholders is carried out for all voting shares.

Decisions of the general meeting of shareholders concerning changes and/or additions in the statute of the joint-stock company, increase or reduction of the statutory fund of the joint-stock company, reorganization and liquidation of the company, purchasing of shares, placed by the joint-stock company, by this company in accordance with the decision of this company, are made by the majority composing not less than three quarters of votes of the persons participating in the meeting, with the exception of the cases provided by part two of Article 57 and part two of Article 74 of this Law, and also when a greater number of votes is provided for by the statute of the joint-stock company. At making the decision of the general meeting of shareholders on election of members of the inspecting commission (inspector) of the joint-stock company, the persons holding the posts in the managing bodies of the joint-stock company do not participate in voting, subject to appropriate provision of the statute of the joint-stock company.

Article 84. Board of directors (supervisory board) of the joint-stock company

In the joint-stock company, forming of the board of directors (supervisory board) can be provided by the statute of this company; in the joint-stock company with number of shareholders exceeding fifty, forming of the board of directors (supervisory board) is mandatory.

In the joint-stock company with number of shareholders more than one thousand, the number of members of the board of directors (supervisory board) should not be less than seven persons; in the joint-stock company with number of shareholders more than ten thousand; this number should not be less than nine. In a joint-stock company with more than one hundred shareholders, the election of members of the board of directors (supervisory board) shall be carried out by cumulative voting, unless otherwise provided by the statute of the joint-stock company. In a joint-stock company with more than one thousand shareholders, the election of members of the board of directors (supervisory board) shall be carried out by cumulative voting.

In the joint-stock company, the number of independent directors within the board of directors (supervisory board) can be specified by the statute of this company.

Members of the board of directors (supervisory board), members of the collective executive body, the person carrying out the powers of the sole executive body of the open joint-stock company are obliged to inform the board of directors (supervisory board) about all their transactions with securities of the company, as well as about transactions with securities of this company made by their spouse, parents, adult children and their spouses, stepparents, adult stepchildren and their spouses, grandparents, adult grandchildren and their spouses, brothers and sisters and parents of the spouse in the order provided by the statute of the company.

Article 85. Competence of the board of directors (supervisory board) of the joint-stock company

The competence of the board of directors (supervisory board) of a joint-stock company, in addition to issues referred to in part one of Article 50 of this Law to the competence of the board of directors (supervisory board) of the economic company, shall include:

determination of the recommended size of dividends and terms of payment thereof;

approval of the depository and the conditions of the depositary contract with the issuer, taking into account the requirements established by the legislation;

settlement of disputes between the bodies of the joint-stock company and its shareholders;

defining corporate rules, exercising control over the effectiveness of corporate governance practices in the joint-stock company.

If in a joint-stock company it is not provided for the creation of the board of directors (supervisory board), the issues referred to in part one of this Article to the competence of the board of directors (supervisory board) of the joint-stock company shall be referred, unless otherwise provided by the President of the Republic of Belarus, to the competence of the general meeting of shareholders.

Article 86. Features of the control over financial and economic activities of the joint-stock company

For carrying out the internal supervision over financial and economic activities, the open joint-stock company should form the inspecting commission in accordance with the procedure established by Article 59 of this Law.

On the written request of the shareholders, holding (in total) ten or more percent of shares, submitted to the inspecting commission (inspector) and/or to the managing bodies of the joint-stock company determined by the statute of the joint-stock company, the inspection or check-up of financial and economic activities of the joint-stock company should be carried out at any time in accordance with the procedure provided by Article 59 of this Law. In this case, the inspection or check-up should begin not later than thirty days after the date of obtaining the request of shareholders for carrying out the inspection or check-up, unless otherwise established by the statute of the joint-stock company.

A joint-stock company obliged in accordance with Article 88 of this Law to disclose the information about the joint-stock company must annually engage for conducting the audit of the annual accounting (financial) reports in accordance with Article 61 of this Law an audit organization (auditor - individual entrepreneur) .

An audit of the accounting (financial) report (data of the inventory book of incomes and expenditures) of a joint-stock company, including the one not obliged to disclose information about the joint-stock company, must be conducted at the expense means of the joint-stock company at any time at the request of shareholders who in aggregate are owners of ten or more percent of the shares of that company. If a governing body of a joint-stock company authorized by the statute, within a period not later than twenty days from the date of submission of the request by the shareholders who are in aggregate owners of ten or more percent of the shares of that company, has not concluded a contract on rendering auditing services, the said shareholders are entitled to act as the ordering customers of the audit. In that instance, the selection of an audit organization (auditor – individual entrepreneur) and the conclusion of an contract on rendering auditing services shall be carried out by such shareholders independently with the right to collect the expenses for conducting the audit from the joint-stock company. In that case, the joint-stock company is obliged to create conditions for the audit organization (auditor – individual entrepreneur) conditions for timely and qualitative conducting of the audit, including to provide all necessary documents.

If the governing body of the joint-stock company authorized by the statute evades to conduct the audit at the request of shareholders who in aggregate are owners of ten or more percent of the shares of that company, or does not create appropriate conditions for its conduct, the audit may be conducted on the basis of a court decision on the claim of shareholders requiring its conduct.

Article 87. Documents of the joint-stock company

The documents of the joint-stock company, in addition to the documents specified in part one of Article 63 of this Law, include:

contract on the creation of a joint stock company (written decisions of the sole founder of the joint stock company);

lists of persons having the right for participation in the general meeting of shareholders;

power of attorney (a copy of the power of attorney) to participate in the general meeting of shareholders;

voting ballots;

voting ballots; lists of persons having the right for dividends;

other lists of shareholders drawn up for providing of implementation of their rights;

registers of shareholders on the basis of which the lists of persons specified in this Article have been drawn up.

Article 88. Features of disclosing of the information on the joint-stock company

An open joint-stock company is obliged to disclose information about the joint-stock company in the volume and order determined by the legislation on securities.

A close joint-stock company may, and in the instances established by the legislation is obliged, to disclose information about the joint-stock company in the volume and order determined by the legislation on securities.

An open joint-stock company, in compliance with the legislation on state secrets and commercial secrets, must publish information from the development strategy of that company, other planning documents, including the main directions of its development and the expected results of its activities, mechanisms for achieving those results. The specified information shall be published in the print mas media and/or placed on the site of that company in the global computer network Internet in accordance with the statute of the open joint stock company within a month from the date of their approval.

An open joint-stock company consisting of one shareholder must disclose information about that in the order established by part three of this Article.

Article 89. Reorganization and liquidation of the joint-stock company

Reorganization or liquidation of the joint-stock company can be carried out in accordance with the decision of the general meeting of shareholders of this company, and also on other grounds in accordance with the procedure specified by this Law and other legislative acts.

In case of reorganization of the joint-stock company in the form of merging or splitting-up, the issue of shares of the reorganized joint-stock company shall be cancelled in accordance with the legislation on securities.

In case of reorganization of the joint-stock company in the form of affiliation, the issue of shares of the joint-stock company being affiliated shall be cancelled in accordance with the legislation on securities.

In case of reorganization of the joint-stock company in the form of splitting-off, a part of the issue shares of the joint-stock company being reorganized, corresponding to the amount of decrease of its statutory fund, shall be annulled in accordance with the legislation on securities.

The joint-stock company has the right to be transformed to the limited liability company, additional liability company, business partnership or production cooperative, or to the unitary enterprise, if only one participant remains in the structure of the transformed company. In case of reorganization of the joint-stock company in the form of transformation to the economic company of another form or to a legal person of another organizational and legal form, the shares of the joint-stock company being reorganized shall be annulled in accordance with the legislation on securities.

Article 90. Distribution of property of liquidated joint-stock company being liquidated among the shareholders

The property of liquidated joint-stock company which remained after settlements with the creditors in accordance with the legislative acts, is distributed by the liquidation commission (the liquidator) between shareholders in accordance with the following priorities:

first, payments are carried out for shares subject to redemption by the joint-stock company at the price approved by the general meeting of shareholders in accordance with part three of Article 78 of this Law;

second, payments of accrued but non-paid dividends on the preference shares of appropriate types are carried out;

third, payment of fixed value of the property, specified in the statute of the joint-stock company or in accordance with the procedure established by the statute, to the holders of preference shares of all types, or transfer of part of the property, corresponding to this value, to the before-mentioned shareholders is carried out;

fourth, distribution of property of liquidated joint-stock company between shareholders, holders the equity (ordinary) shares, is carried out.

Article 901. Shareholder agreement

A shareholder agreement is an agreement on the exercise of rights certified by shares and/or on the specifics of exercising rights to shares.

Parties to the shareholder agreement are the shareholders of the joint-stock company who undertake to exercise in a certain way the rights certified by shares and/or rights to shares and/or to refrain from exercising those rights. A shareholder agreement may provide for the obligation of its parties to vote in a certain way at the general meeting of shareholders, agree on the voting option with other shareholders, acquire or dispose of shares at a predetermined price and/or upon the occurrence of certain circumstances, refrain from alienating shares until certain circumstances occur, and also to carry out in concert other actions related to the management of the joint-stock company, activities, reorganization and liquidation of that company.

The subject of a shareholder agreement may not be an obligation of a party to a shareholder agreement to vote in accordance with the instructions of the governing bodies of the joint-stock company in respect of which that agreement is concluded.

A shareholder agreement shall be concluded in writing by drawing up one document signed by the parties. A shareholder agreement must be concluded in respect to all shares held by a party to the shareholder agreement.

A shareholder agreement is binding only for its parties. Violation of the shareholder agreement may not be the ground for invalidating the decisions of the governing bodies of the joint-stock company.

A shareholder agreement may provide for methods of ensuring the fulfillment of obligations arising from the shareholder agreement, and measures of civil-law liability for non-performance or improper performance of such obligations.

Not later than three days before the general meeting of shareholders, the parties are obliged to notify the joint-stock company on their conclusion of the shareholder agreement (introduction of changes and/or additions to it). If the shareholder agreement is concluded less than three days before the date of the general meeting of shareholders, the joint-stock company must be notified of that on the day of conclusion of the shareholder agreement, but before the general meeting of shareholders.

A joint-stock company, in the order provided by its statute or local legal act, must disclose to other shareholders information on the conclusion of a shareholder agreement, including information on the parties to the shareholder agreement and the number of shares belonging to them, not later than three days before the general meeting of shareholders. If the shareholder agreement is concluded less than three days before the date of the general meeting of shareholders, the information provided for in this part on the conclusion of the shareholder agreement must be disclosed immediately before the beginning of the general meeting of shareholders.

A joint-stock company may disclose information on the conclusion of a shareholder agreement for the general public by publishing it in the print mass media determined by the statute of the joint-stock company, and/or placing it on the site of that company in the global computer network Internet in the order and volume determined by the statute or a local legal act of such a company.

Disputes arising from the shareholder agreement are resolved in court.

CHAPTER 9
LIMITED LIABILITY COMPANY

Article 91. Principal provisions on the limited liability company

The limited liability company is the economic company with number of participants not exceeding fifty, and with the statutory fund divided into the stakes, sizes of which are specified by the statute.

The statutory fund of the limited liability company is composed of values of contributions of the participants thereof. The limited liability company determines independently the amount of its statutory funds.

If according to results of the second and every following financial year below the value of net assets of a limited liability company becomes equal to zero obtains a negative value, that company is subject to liquidation in the order established by this Law and other legislation. In that instance, the decision on the liquidation of the limited liability company must be adopted in the order established by this Law and the statute of that company, not later than six months after the end of the respective financial year, until the ground for the liquidation of the limited liability company provided in accordance with this part has disappeared within the specified period.

The limited liability company is not entitled to issue shares.

The name of the limited liability company should contain words “limited liability company”. The abbreviated name of the limited liability company should contain the abbreviation "OOO” (limited liability company).

The provisions of Chapters 1-7 of this Law are applied to the limited liability companies, unless otherwise provided by this Chapter.

Article 92. Statute of the limited liability company

The statute of the limited liability company is the constituent document of the company.

The statute of the limited liability company, in addition to the data specified in part two of Article 14 of this Law, should contain the following data:

the list of participants of the limited liability company and data on the size of stakes of each of participants in the statutory fund of the limited liability company;

amount and composition of contributions of participants of the limited liability company to its statutory fund;

the body of the limited liability company, the competence of which includes the matters of forming and liquidation of representations and branches of the company;

the procedure of withdrawal of the participant of the limited liability company from this company, and the procedure of expulsion thereof;

the procedure of transferring of the stake (part of the stake) in the statutory fund of the limited liability company to other person;

other data, if these data should be included in the statute in accordance with this Law.

Article 93. Contributions to the statutory fund of the limited liability company

Founders (participants) make their contributions to the statutory fund of the limited liability company in accordance with this Law, other legislative acts and the statute of the company.

If a participant of a limited liability company made a contribution to the statutory fund of that company in the form of the right to use property within a certain period, then in the event of withdrawal (exclusion) of that participant from that company earlier than the specified period, such property shall remain in use of the limited liability company for the period, to which it was transferred, unless otherwise provided by the statute of that company or by a decision of the general meeting of its participants, adopted unanimously without taking into account the votes of the participant being exiting (expelled).

Article 94. Stakes in the statutory fund of participants of the limited liability company

The size of participant’s stake of the limited liability company in the statutory fund of this company is determined in percentage or in the form of fraction and corresponds to the ratio between the value of the participant’s contribution to the statutory fund and the size of the statutory fund of this company, unless otherwise provided by the statute of the company.

The actual value of the stake of the participant of the limited liability company corresponds to the part of value of net assets of the company, proportional to the size of the participant’s stake.

The maximum size of the participant’s stake or an opportunity of change of ratio of stakes of the participants of the company can be limited by the statute of the limited liability company. These limitations can be established at founding of the limited liability company or later, subject to unanimously approved decision of the general meeting of participants of the company; this decision can be changed or cancelled in accordance with the same procedure.

Article 95. Liability of participants of the limited liability company

The participants of the limited liability company are not liable for the obligations of the limited liability company; the participants bear the risk of the losses, related with activity of the company, within the limits of value of the contributions made by them to the statutory fund of the company.

The participants of the limited liability company, who have not made their contributions in full, are jointly and severally liable for the obligations of the limited liability company within the limits of the unpaid part of the contribution of each participant of the company.

Article 96. Distribution of profit of the limited liability company among its participants

With the exception of the cases stipulated in this Article, the part of profit of the limited liability company, remaining in the disposal of the company after tax payment, other mandatory payments, covering the losses of the current periods arisen through the fault of the company, and deductions in the funds of the company, can be distributed between the participants of the company proportionally to the sizes of their shares in the statutory fund of the company, unless otherwise established by the statute of the limited liability company.

The decisions on making changes in the statute of the limited liability company, concerning the procedure of distribution of profit between the participants of the company, are approved unanimously by all participants of the company.

The time period and order for payment of the distributed profit of a limited liability company shall be determined by the statute of that company or a decision of the general meeting of its participants on distribution of the profit between them. In case if the statute or a decision of the general meeting of participants of a limited liability company does not determine the time period for payment of distributed profit of that company, it should not exceed sixty days from the day of adoption of the decision on distribution of the profit among participants.

The limited liability company has not the right to make the decision on the distribution of profit between the participants of the company and on appropriate payments, or pay the profit, in the following cases:

the statutory fund is not paid up completely;

the actual value of the stake (part of the stake) of the participant of the company is not paid up completely, in the cases specified by this Law;

if the limited liability company acquires or has stable insolvency in accordance with the legislation on economic insolvency (bankruptcy) or if the mentioned insolvency will arise for that company as a result of such payment;

at the date of making the decision on payment of the profit, or at the date of payment, the value of net assets of the company is or would be, as a result of payment of the profit, less then the amount of the statutory fund and the surplus funds.

In case of termination of the circumstances specified in part four of this Article, the limited liability company should pay to the participants part of profit, in relation to which the decision on distribution between the participants and on payment was made.

Article 97. Alienation by the participant of the limited liability company of his stake (part of the stake) in the statutory fund of the company

A participant of the limited liability company is entitled to sell or otherwise alienate the stake (part of the stake) in the statutory fund of the company to one or several participants of that company. The statute of the limited liability company may provide for a necessity of obtaining the consent of other participants of that company for such alienation and also for the order of obtaining such a consent.

A participant of the limited liability company is entitled to sell or otherwise alienate the stake (part of the stake) in the statutory fund of the company to the company itself. Alienation by the sole participant of a limited liability company of his stake in the statutory fund of the company to the company itself is not allowed.

Alienation by a participant of the limited liability company of his stake (part of the stake) in the statutory fund of the company to third parties is permitted, unless otherwise provided by the legislative acts of the statute of that company.

The stake of the participant in the statutory fund of the limited liability company may be alienated before being paid up in full, only in the part that already is paid-up.

A transaction on the alienation of the stake (part of the stake ) of the participant in the statutory fund of the limited liability company should be carried out in the simple written form and should correspond the requirements mandatory for the parties, established by the legislation, if the requirement on its notarial form is not provided by the statute of the limited liability company or by an agreement of the parties.

Article 98. Pre-emptive right on purchasing the stake (part of the stake) being alienated of the participant in the statutory fund of the limited liability company

Participants of the limited liability company have the pre-emptive right on purchasing the stake (part of the stake) of the participant in the statutory fund of the company, proportionally to the sizes of their stakes in the statutory fund of that company, unless the statute or a decision of the general meeting of its participants, approved unanimously, provides for another procedure of exercising that right or unless otherwise established by acts of the President of the Republic of Belarus.

The procedure of implementation of the pre-emptive right on purchasing the stake (part of the stake) of the participant in the statutory fund of the limited liability company out of proportion to the sizes of the interests of the participants in the statutory fund can be provided by the statute at founding of the company or included in the statute, changed or excluded from the statute by the decision of the general meeting of participants of the economic company, which should be approved unanimously.

The procedure of actions of the participant of the limited liability company, intending to sell the stake (part of the stake) in the statutory fund of the company, is determined by the statute and should provide the form, the method of notification of other participants of the company and of the company itself about the intention to sell the stake (part of the stake), and requirements to the information included in this notification (the price and other terms of sale).

The procedure of exercising by participants of the limited liability company of the pre-emptive right on purchasing the stake (part of the stake ) of a participant in the statutory fund of the company shall be determined by the statute of the company and should contain the time period, but not more than thirty days from the day of sending by the participant intending to sell his stake (part of the stake) a notification on its sale, priority and sequence of actions, in accordance with which the participants of that company may use their pre-emptive right to purchase the stake (part of the stake) of the participant in the statutory fund of the company.

Concession, by the participants of the limited liability company, of the pre-emptive right on purchasing the stake (part of the stake) in the statutory fund of the company, stipulated by the statute of the company or by the decision of the general meeting, is prohibited.

If, in accordance with the statute of the limited liability company, the alienation of the stake (part of the stake) of the participant in the statutory fund of the company for third parties is impossible, and other participants of this company refuse to purchase the stake (part of the stake), the company should pay the actual value thereof to the participant, or, subject to the consent of the participant, to deliver the property in kind to the participant, corresponding to before-mentioned value. The actual value of the stake (part of the stake) of the participant in the statutory fund of the company is determined on the basis of data of the accounting balance sheet for the last reporting period preceding the date of application of the participant with such request (data of the inventory book of incomes and expenditures on the first day of the month of application of the participant). In that case, the stake (part of the stake) of the participant in the statutory fund of that company shall pass to the company itself from the moment the participant is paid the actual value of the stake (part of the stake) or the property is provided with the property in kind corresponding to such value.

In case of sale of the stake (part of the stake) of the participant in the statutory fund of the limited liability company with violation of the pre-emptive right on purchasing the stake (part of the stake), any participant of the company and/or the company itself has the right, within three months after the date when the participant or the company were informed or should be informed on such violation, to require judicially to transfer the rights and duties of the purchaser to this participant or the company.

Article 99. Transfer of the stake (part of the stake) of the participant in the statutory fund of the limited liability company to the company itself

In case if the participants of the limited liability company would not take advantage of the pre-emptive right on purchasing the stake (part of the stake) of the participant in the statutory fund of the limited liability company within the time period provided by the statute of the company, the stake (part of the stake) of the participant in the statutory fund of such company may be alienated to the company itself.

The stake of the participant in the statutory fund of the limited liability company shall pass to that company if the participant has not made his contribution to the statutory fund of the company within the time period determined by a decision on foundation of the company or has made only a part of the contribution. In that case, the stake of the participant in the statutory fund of the limited liability company shall pass to the company itself from the day of expiration of the time limit for making the contribution.

In case if the participant has made only part of the contribution, the company should pay the actual value of the part of the participant’s stake in the statutory fund of the company, proportional to the part of contribution made by the participant (to the time period during which the property was in the disposal of the company), or, subject to the consent of the participant, to give him the property in kind, corresponding to such value. The actual value of this part of participant’s stake in the statutory fund of the company is determined on the basis of data of the accounting balance sheet for the last reporting period preceding the date of expiration of the due term of making the contribution (data of the inventory book of incomes and expenditures on the first day of the month of application of the participant).

The actual value of the stake (part of the stake) of a participant in the authorized capital of a limited liability company shall be paid at the expense of the difference between the value of net assets of that company and its statutory fund within the period determined by the decision of the general meeting of participants of the limited liability company, adopted unanimously without taking into account the vote of the participant who make only a part of the contribution, but not more than twelve months from the date of expiration of the term for making the contribution. If this difference is insufficient, the limited liability company should decrease the statutory fund by the amount of insufficiency.

The statute of the limited liability company or the decision of the general meeting of participants of the company, approved unanimously without taking into consideration the vote of the participant which has made only part of the contribution, can provide transferring to the company in relation to the part of the participant’s stake in the statutory fund of the company, proportional to the part of the contribution not made by this participant.

Transferring of the participant’s stake in the statutory fund of the limited liability company can be also carried out in other cases provided by this Law.

The votes which are related to the stake in the statutory fund, belonging to the limited liability company, are not taken into consideration at determination of the results of voting on the general meeting of participants of the company. In case of liquidation of the limited liability company, the profit and property of the company are not distributed on the stake in the statutory fund, belonging to the company.

In case of sale of the stake (part of the stake) of the participant in the statutory fund of the limited liability company with violation of the company right on purchasing the stake (part of the stake), the company has the right, within three months after the date when the company was informed or should be informed on such violation, to require judicially to transfer the rights and duties of the purchaser to the company.

Article 100. Consequences of purchase by the limited liability company of stakes (parts of stakes) of participants in the statutory fund of the company

The limited liability company within one year after the date of purchasing stakes (parts of stakes) of participants in the statutory fund should distribute those stakes (parts of stakes) among all participants of the company proportionally to the sizes of the stakes thereof in the statutory fund, or to sell those stakes (parts of stakes ) in accordance with the order of exercising of the pre-emptive right of purchasing the stake in the statutory fund of the limited liability company established by Article 98 or transfer them in the order established by Article 1021 of this Law.

In case of refusal of participants to purchase the stake in the statutory fund of the limited liability company, purchased by the company, that stake can be alienated to third parties, if the alienation of the stake for third parties is permissible in accordance with the statute of the limited liability company.

Sale of the stake in the statutory fund of the limited liability company, purchased by the company, to the participants of that company, resulting in change of the sizes of stakes of other participants in the statutory fund of the company, sale of that stake to third parties, and making changes in the statute of the limited liability company in connection with sale of that stake, shall be carried out by the decision of the general meeting of participants of the company, which should be approved unanimously.

If after the expiration of the term specified in part one of this Article, the stake (part of the stake) in the statutory fund of the limited liability company, purchased by the company, remained undistributed or unsold, the limited liability company should reduce the statutory fund by the size of value of this stake (part of the stake).

Article 101. Transfer of the stake (part of the stake) of the participant in the statutory fund of the limited liability company to a third person

If no shareholders of the limited liability company have not taken advantage of the pre-emptive right on purchasing the stake (part of the stake) of the participant in the statutory fund of the company, and the company itself has not taken advantage of the pre-emptive right on purchasing the stake (part of the stake) of the participant in the statutory fund of the company, then the stake (part of the stake) of the participant in the statutory fund of the company can be alienated to a third party, unless otherwise provided by the statute.

It is considered that the participants of the limited liability company and the company itself have not taken advantage, accordingly, of the pre-emptive right on purchasing and the right on purchasing the stake (part of the stake) of the participant in the statutory fund of the company, if no consent for purchasing the stake (part of the stake) was obtained from the participants and from the company within the period determined by the statute of that company, but not more than thirty days from the day of notification about the sale of the stake (part of the stake), or refusal to purchase the stake (part of the stake) was obtained. In this case, alienation of the stake (part of the stake) of the participant in the statutory fund of the limited liability company to third parties is carried out at the price and subject to conditions, proposed for the participants and to the company.

The statute of the limited liability company can provide necessity of obtaining the consent of the company or other participants of the company for alienation of the stake (part of the stake) of the participant in the statutory fund of the company to a third party by the way other than sale. The consent of the limited liability company for the alienation of the stake (part of the stake) of the participant in the statutory fund of the company is considered obtained, if, within the period determined by the statute of the limited liability company, bun not more than thirty days from day of application to the company, a written consent of the company is obtained or no written refusal is obtained from the company. The consent of other participants of the limited liability company for the alienation of the stake (part of the stake) of the participant in the statutory fund of the company is considered obtained if, within a period determined by the statute of the limited liability company, but not more than thirty days from the day of application to the participants of the company, a written consent of all other participants of the company is obtained or no written refusal is obtained from any of them.

The limited liability company should be notified in writing on the alienation of the stake (part of the stake) of the participant thereof in the statutory fund of the company with submission of proofs of such alienation. The purchaser of the stake (part of the stake) in the statutory fund of the limited liability company implements the rights and performs the duties of the participant since the date of notification of the company on before-mentioned alienation.

All the rights and duties of the participant who has sold the stake (part of the stake) in the statutory fund of the limited liability company, which have arisen before alienation of this stake (part of the stake), except for the rights and duties established for the specific participant only, are transferred to the purchaser of the stake (part of the stake) of the participant in the statutory fund of the limited liability company. The participant who has sold the stake (part of the stake) in the statutory fund of the limited liability company, is liable, jointly and severally with the purchaser of the stake (part of the stake), for the obligation, which have arisen before the alienation of the stake (part of the stake), of making the contribution to the statutory fund.

The participant of the limited liability company has the right to mortgage the stake (part of the stake) in the statutory fund of the limited liability company, belonging to this participant, to other participant of this company or, if it is not forbidden by the statute of the company, to a third party, subject to the consent of the company in accordance with the decision of the general meeting of participants of the company, approved by the majority of votes of all participants, if the greater number of votes is not provided by the constituent documents of the limited liability company for making such decision. A vote of the participant of the limited liability company, intending to mortgage the stake (part of the stake) in the statutory fund of this company, is not taken into consideration at determination of the results of voting.

Article 102. Transfer of the stake in the statutory fund of the limited liability company by inheritance and to successors

The stakes in the statutory fund of the limited liability company are transferred to the successors of citizens and to the assignees of the legal persons, which were the participants of this company, if necessity of consent of other participants of the company for such transferring is not provided by the statute of the limited liability company. The consent is considered obtained if, within the term specified by the statute of the limited liability company, but not more than within thirty days from the day of application to the company by heirs (successors), a written consent of all other participants of the company is obtained or no written refusal is obtained from any of other participants.

Refusal of the consent to transferring the stake in the statutory fund of the limited liability company entails the obligation of the company to pay to the successors of the died participant of the company or to the assignees of the legal person, which was the participant of the company, the actual value of the stake in the statutory fund of the company or, subject to the consent of the successors (assignees), to deliver the property in kind to the successors (assignees), corresponding to before-mentioned value.

The actual value of the stake in the statutory fund of the limited liability company is determined on the basis of the accounting balance sheet (inventory book of incomes and expenditures) drawn up for the date of commencement of of inheritance or for the moment of legal succession of a legal person. Payment of the actual value of the stake in the statutory fund of the limited liability company or delivering the property in kind, corresponding to before-mentioned value is made after the expiration of the fiscal year and after the approval of the annual report for the year in which inheritance or legal succession of the legal person took place, within the term of up to twelve months from the date of refusal to give consent to heirs (successors) for transfer to them of the stake. The stake in the statutory fund capital of a limited liability company of heirs (successors) shall pass to the company from the moment it pays them the actual value of the stake in the statutory fund of that company (giving them property in kind corresponding to such value) and be realized in the order established by Article 100 of this Law, unless another order is provided for by its statute.

Article 1021. Transfer of a stake (part of the stake) in the statutory fund of the limited liability company to members of its governing bodies, employees of that company

A limited liability company is entitled, if it is provided for by the statute of the company, according to a decision of the general meeting of its participants adopted by all participants unanimously, to transfer gratuitously or sell stakes (parts of stakes) to members of the board of directors (supervisory board), executive body and/or employees of that company acquired by the company in the order established by Article 99 of this Law.

In limited liability companies, in the statutory funds of which stakes belong to the Republic of Belarus and/or its administrative and territorial units, gratuitous transfer or sale of stakes (parts of stakes) of that company to the persons specified in part one of this Article is allowed upon consent with the President of the Republic Belarus. In that instance, the gratuitous transfer of stakes (parts of stakes) to the specified persons shall be carried out subject to the achievement of performance indicators of the limited liability companies after the expiration of the time periods determined by civil-law (labor) contracts concluded with such persons.

Article 103. Withdrawal (expulsion) of the participant of the limited liability company from the company

The participant of the limited liability company has the right to withdraw from this company at any time, irrespective of the consent of other participants. In such a case, the participant of the limited liability company should inform the company on the withdrawal in writing. Withdrawal of the participants of a limited liability company from the company, as a result of which not a single participant remains in such a company, including the withdrawal of the sole participant of a limited liability company from that company, is not allowed.

At the date of withdrawal, the participant of the limited liability company should fulfill the obligations which become due. The date of withdrawal of the participant from the limited liability company is the date of submission (obtaining) the application for withdrawal or other date specified by the participant in the application for withdrawal, but not earlier than the date of submission (obtaining) of the application. The participant of the limited liability company that submitted an application on the withdrawal from the company is entitled to apply in writing to the company about the recall of the said application till the determination by the general meeting of participants of the limited liability company, in accordance with part five of this Article, of the moment of settlement with this participant. In this case the participation in the limited liability company of the participant that submitted the application about withdrawal from the company is reinstated from the date when the general meeting of participants of this company took the decision to give consent to the recall of the application about withdrawal from the company, which is to be taken by the majority of the total number of votes of participants without account of votes belonging to the participant that submitted the application about withdrawal.

Expulsion of the participant of the limited liability company is carried out only judicially on the request of other participants of the limited liability company, the stakes of which, in total, compose not less than ten percent of the statutory fund of the company, if the participant, in relation to which the request for expulsion is submitted, have committed gross violations gross violation of his duties with the exception of the duties stipulated by a contract on the exercise of the rights of participants in the limited liability company, if the participant is a party to such a contract, or by his actions (omission) obstruct the activity of the company. The date of expulsion of the participant from the limited liability company is the date of entry into legal force of the appropriate court decision.

In the event of withdrawal (expulsion) of a participant in a limited liability company, the stake of that participant shall pass to the company itself from the moment of its withdrawal (expulsion) from it, and the withdrawn (expelled) participant shall be paid the actual value of his stake in the statutory fund of the limited liability company, as well as the a part attributable to his stake of the profit received by that company from the moment of withdrawal (expulsion) of that participant until the moment of settlement. Upon an agreement of the withdrawing (expelled) participant with the remaining participants of the limited liability company, the payment of the actual value of the stake in the statutory fund of that company may be substituted by giving him the property in kind, corresponding to such value.

The actual value of the stake of the participant withdrawing (being expelled) in the statutory fund of the limited liability company is determined, unless otherwise established by the President of the Republic of Belarus, on the basis of the accounting balance sheet (in the inventory book of incomes and expenditures) being drawn up at the moment of withdrawal (expulsion), and the part of profit due him – on the moment of settlement. The moment of settlement with the participant withdrawing (being expelled) from the limited liability company is the date of payment of the actual value of property or giving the property in kind to that participant shall be the date of settlement determined by a decision of the general meeting of participants of the limited liability company. In this case, the decision of the general meeting of participants of the limited liability company is made by the majority of votes of all participants, not taking into consideration the votes belonging to the withdrawing (expelled) participant, if the greater number of votes for making such decision is not provided by the statute of the limited liability company.

Payment of the actual value of the stake in the statutory fund or giving the property in kind to the participant withdrawing (being expelled) from the limited liability company shall be conducted after the expiration of the financial year and after the approval of the report for the year in which he withdrew (was expelled) from that company, within a period of up to twelve months from the day of submitting the application for withdrawal or adoption of the decision on expulsion, unless otherwise provided by the statute of the limited liability company.

The actual value of the stake in the statutory fund of the participant of the limited liability company who withdrew (was expelled) shall be paid at the expense of a difference between the value of net assets of that company and its statutory fund. In case if that difference is insufficient for paying up the actual value of the stake in the statutory fund to the participant of the limited liability company who withdrew (was expelled), the company is obliged to decrease its statutory fund by the missing sum.

Article 104. Levying the execution on the stake (part of the stake) of the participant in the statutory fund of the limited liability company

Creditors of a participant of a limited liability company are entitled to demand the levying the execution on the stake (part of the stake) of the participant in the statutory fund of the limited liability company on the basis of a court decision if other property is insufficient to cover his debts.

In case of levying the execution upon the stake (part of the stake) of the participant in the statutory fund of the limited liability company on debts of this participant, the limited liability company or other participants of this company has the right to pay to the creditors the actual value of the stake (part of the stake) of the participant of the company, subject to the appropriate decision of the general meeting of participants of the company, approved unanimously, not taking into consideration the votes of the participant, upon the stake (part of the stake) of which the execution is levied. The actual value of the stake (part of the stake) of the participant in the statutory fund of the limited liability company, upon which the execution is levied, is determined on the basis of the accounting balance sheet (inventory book of incomes and expenditures) drawn up at the date of submission of the claim to that company by the creditors.

The actual value of the stake (part of the stake) of the participant in the statutory fund of the limited liability company, upon which the execution is levied, is paid to the creditors by other participants of the company proportionally to the stakes of these participants in the statutory fund of the company, if other procedure of determination of the size of payment is not provided by the statute of the company or by the decision of the general meeting of participants, approved unanimously, not taking into consideration the votes of the participant, upon the stake (part of the stake) of which the execution is levied.

The stake (part of the stake) of a participant in the statutory fund of a limited liability company on which is the execution is being levied, shall pass to the company itself or to the remaining participants of that company from the moment of such payment.

Subject to the agreement of the creditors with the limited liability company or with the participants thereof, instead of payment of the actual value of the stake (part of the stake) of the participant in the statutory fund of the company, upon which the execution is levied, may be substituted by provision of the property in kind corresponding to such a value.

If, within three months from the moment of submitting by the creditors of the execution document providing for the levying the execution on the stake (part of the stake) of the participant in the statutory fund of the limited liability company, the given company or its participants would not pay the actual value of the stake (part of the stake) of the participant in the statutory fund of the limited liability company or would not deliver the property in kind, corresponding to such value, the creditors are entitled to demand for sale of that stake (part of the stake) through public trading in the order established by the legislation.

Article 105. Increase of the statutory fund of the limited liability company

The statutory fund of the limited liability company can be, and, in the cases established by this Law and by other legislative acts, should be increased.

The statutory fund of the limited liability company can be increased by means of:

own capital of the company;

making additional contributions by all participants of the company;

making additional contributions by one or several participants of the company;

making contributions by third parties admitted the limited liability company if it is not prohibited by the statute.

The decision on increasing the statutory fund of the limited liability company at the expense of own capital of the company shall be made on the basis of data of accounting (financial) reports (data of the inventory book of incomes and expenditures) for previous fiscal year by the majority, but not less than by two thirds of votes of the total number of votes of participants of the company, if the greater number of votes is not provided by the statute for making such decision. The sum by which the statutory fund of the limited liability company is increased at the expense of own capital of the company should not exceed a difference between the value of net assets and the sum of the statutory fund and reserve funds of the company. In such a case, the sizes of stakes of all participants of the limited liability company remain unchanged.

The decision on increasing the statutory fund of the limited liability company at the expense of of making additional contributions by all participants shall be adopted by the general meeting of participants unanimously.

The decision on increasing the statutory fund of the limited liability company should determine the size of increase of the statutory fund, the procedure of calculation of the value of the additional contribution of each participant and term of making such contribution, if this term is not determined by the statute of the company.

The decision on increasing the statutory fund of the limited liability company by means of making additional contributions by one or several participants of the company or by third parties is made unanimously by all participants of the company, on the basis of the application of one or several participants or applications of third parties. In the application, the size of the contribution and the structure of property contributed to the statutory fund, the procedure and term of making the contribution, and the size of stakes which one or several participants of the company or a third party would like to have in the statutory fund of this company, should be specified.

Simultaneously with the decision on increasing the statutory fund of the limited liability company on the basis of the application of one or several participants or applications of third parties, the general meeting of participants of the company should make the decision on making changes in the statute of the limited liability company, concerning the increase of the statutory fund, change of the list of participants and the sizes of stakes of other participants of the company.

By the decision of the general meeting of participants of the limited liability company, adopted by all participants unanimously, participants and/or creditors of that company, on account of their making additional contributions, are entitled to set off their monetary claims toward that company.

Article 106. Decrease of the statutory fund of the limited liability company

The statutory fund of the limited liability company may be, and, in the cases established by this Law and by other legislative acts, should be decreased.

Decreasing of the statutory fund of the limited liability company can be carried out by proportional change of the value of contributions of all participants in the statutory fund of the company, unless otherwise established by the statute of the company or by the decision of the general meeting of participants of the limited liability company, approved unanimously.

Upon decrease of the statutory fund of the limited liability company by reduction of the value of contributions of all participants, the sizes of stakes of all participants of this company remain unchanged.

Decrease of the statutory fund of the limited liability company is permitted after notification of all creditors in accordance with the procedure established by part five of Article 28 of this Law.

Article 107. Exclusive competence of the general meeting of participants of the limited liability company

The exclusive competence of the general meeting of participants of the limited liability company, in addition to the matters specified in part one of Article 34 of this Law and in the statute of the limited liability company as the matters included in the exclusive competence of the general meeting of participants of the economic company, includes also:

forming of executive bodies of the limited liability company and termination of powers thereof before the appointed time;

determination of the size, the form, the procedure and the term of making additional contributions in the statutory fund by the participants of the limited liability company and determination of sizes of stakes of each participant in the statutory fund;

decision on purchasing the stake (part of the stake) of the participant of the limited liability company in the statutory fund by the company;

decision on admission of new participants in the limited liability company;

Article 108. Convocation and conducting of the general meeting of participants of the limited liability company

The general meeting of participants of the limited liability company is convoked by the executive body of the company, unless otherwise provided by the statute in accordance with part two of this Article.

If the statute of the limited liability company provides forming of the board of directors (supervisory board) , the arrangement of the matters connected with preparation, convocation and carrying out the general meeting of participants of the company can be included in the competence thereof. In this case the executive body of the limited liability company has the right to require carrying out the extraordinary general meeting of participants of the company.

The extraordinary general meeting of participants of the limited liability company is held on the grounds established by part one of Article 48 of this Law, including on the request of participant(s) that hold(s) in aggregate not less than 10 percent of votes from the total number of votes of the participants of this company, unless a lesser number of votes provided by its statute.

If the arrangement of matters connected with preparation, convocation and carrying out the general meeting of participants of the limited liability company is included in the competence of the executive body or the board of directors (supervisory board) of the company, these bodies should notify each participant about convocation of the general meeting of participants of the limited liability company within the terms specified by the statute in accordance with this Law, at the address specified in the list of participants of the limited liability company, by means of mail service or by other methods, ensuring the authenticity of messages, both transmitted and received, and documentary acknowledgement thereof.

The participants of the limited liability company have the right to attend at the general meeting of participants, to participate in consideration of items of the agenda and making the decisions with a right to vote, with the exception of cases established by part two of Article 93, part four of Article 99, part six of Article 101, parts two and five of Article 103, parts two and three of Article 104 and part five of Article 109 of this Law. Provisions of the statute of the limited liability company or the decisions of the bodies thereof, limiting these rights of participants of the company, are null and void.

Members of the board of directors (supervisory board) of the limited liability company and/or the person exercising the powers of the sole executive body, or members of the collective executive body, not being the participants of the limited liability company, may attend the general meeting of participants of the economic company without right to vote at adopting the decision on the items of the agenda of the general meeting.

Article 109. Order of adoption of the decisions by the general meeting of participants of the limited liability company

The statute of the limited liability company may establish the procedure of determination of the number of votes of participants of the company, out of proportion to the sizes of stakes of the participants in the statutory fund. Decisions of the general meeting of participants of the limited liability company on establishing or changing such procedure should be approved unanimously by all participants of the company.

The statute of the limited liability company may establish the list of matters when making the decisions on which the participants of the company have a number of votes out of proportion to the stakes thereof in the statutory fund, including the matters, for which each participant has one vote, and decisions on these matters are made by simple majority of votes, with the exception of the cases provided by this Law and/or the statute, when, for making decisions on specific matters, the qualified majority from the total number of votes is necessary, or when the decision should be made unanimously.

Decisions concerning changes of the statute of the limited liability company, including change of the size of the statutory fund, and decisions on other matters specified by the statute of the company, are made by the majority of not less than two thirds of the total number of votes of participants of the limited liability company, if the greater number of votes for making such decisions is not provided by this Law and/or by the constituent documents.

Decisions concerning matters of reorganization and liquidation of the limited liability company should be made by all participants of the company unanimously.

In the event when the participant(s) of the limited liability company evade(s) the adoption by the general meeting of participants of the decision on introduction of changes and/or additions into the statute of this company in connection with the necessity of bringing it in accordance with the legislation and the number of votes of other participants is less than the number established by part three and 4 of this Article for taking such decision, other participants of the company are entitled to take decision on introductions of changes and/or additions into the statute of the company only in the part of bringing it in accordance with the legislation unanimously without account of votes of the participant(s) evading the adoption of the said decision. It is considered that the participant(s) of the limited liability company evade(s) the adoption by the general meeting of participants of the decision on introduction of changes and/or additions into the statute of this company in connection with the necessity of bringing it in accordance with the legislation, when the participant(s) notified in due order more than twice about the convocation and holding of the general meeting of participants, the agenda of which includes the said matter, do(es) not participate in it without valid excuse or repeatedly (twice and more) vote(s) against such decision or abstain(s) from its adoption.

Article 110. Features of audit in the limited liability company

At the request of any of the participants of the limited liability company, in accordance with Article 61 of this Law, the audit of the accounting (financial) reports (data of the inventory book of incomes and expenditures) of that company may be carried out. In case of carrying out such audit, payment for audit services is carried out at the expense of the participant of the limited liability company, on the request of which the audit is carried out. The expenses of the participant of the limited liability company for payment for such audit can be reimbursed to the participant, according to the decision of the general meeting of participants of the company, at the expense of the company.

If a governing body of the limited liability company authorized by the statute, within a period not later than twenty days from the date of submission of the request by the participant of that company has not concluded a contract on rendering auditing services, the said participant is entitled to act as the ordering customers of the audit. In that instance, the selection of an audit organization (auditor – individual entrepreneur) and the conclusion of an contract on rendering auditing services shall be carried out by such participant independently with the right to collect the expenses for conducting the audit from the limited liability company. In that case, the limited liability company is obliged to create conditions for the audit organization (auditor – individual entrepreneur) conditions for timely and qualitative conducting of the audit, including to provide all necessary documents.

If the governing body of the limited liability company authorized by the statute evades the conducting of the audit at the request of its participant or does not create appropriate conditions for its conduct, the audit may be conducted on the basis of a court decision on the claim of the participant requiring its conduct.

Article 111. Reorganization and liquidation of the limited liability company

Reorganization or liquidation of the limited liability company can be carried out voluntary, subject to the unanimous decision of participants of this company, and on other grounds and in accordance with the procedure specified by this Law and other legislative acts.

The limited liability company is entitled to be transformed to the joint-stock company, additional liability company, economic partnership, production co-operative or to the unitary enterprise.

If the number of participants of the limited liability company exceeds fifty, it is subject to reorganization within one year, and, after expiration of this term, it is subject to liquidation judicially, if the number of participants would not be reduced to the limit specified.

In case of liquidation of the limited liability company, the property of liquidated company, remained after settlements with the creditors, is distributed by the liquidation commission (the liquidator) between the participants in accordance with the following priorities:

first, payments of distributed but non-paid part of profit for the participants of the limited liability company are carried out;

second, distribution of property of liquidated limited liability company between the participants of the company, proportionally to the stakes in the statutory fund of the company, is carried out.

If the property being in the disposal of the limited liability company is insufficient for payment of distributed, but not paid part of profit, the property of the company is distributed between the participants proportionally to the interests of participants in the statutory fund of the company.

Article 1111. Contract on the exercise of the rights of participants of the limited liability company

Participants of a limited liability company are entitled to conclude a contract on the exercise of the rights of participants of that company under which they undertake to exercise their rights in a certain way and/or refrain from exercising them, including voting in a certain way at the general meeting of participants of that company, agreeing on the voting option with other participants, to sell a stake (part of the stake) at a price determined by that contract and/or upon occurrence of certain circumstances, or to refrain from alienating a stake (part of a stake) until occurrence of certain circumstances, as well as to carry out other concerted actions related to the management of the company, creation, activities, reorganization and liquidation of the company. Such a contract shall be concluded in writing by drawing up one document signed by the parties.

The limited liability company must be notified by one of the parties to the contract on the exercise of the rights of members of the limited liability company, authorized by other members, on its conclusion not later than within three days from the date of conclusion of such a contract. The limited liability company, in the order provided for by its statute, must disclose to participants who are not a party to the contract on the exercise of the rights of participants of the limited liability company, information on the conclusion of such a contract, including information about the parties to that contract and number of stakes belonging to them in the statutory fund of the company. In case if the contract on the exercise of the rights of participants of the limited liability company is concluded within a period of less than three days before the date of conduct of the general meeting of participants of the limited liability company, the company must be notified on that on the day of conclusion of the said contract. In that case, the information provided for by this part on the conclusion of the contract on the exercise of the rights of participants of the limited liability company must be disclosed before the start of the general meeting of participants of the limited liability company.

Provisions of Article 901 of this Law are applied to the contract on the exercise of the rights of participants of the limited liability company, unless otherwise follows from the essence of the relations.

CHAPTER 10
ADDITIONAL LIABILITY COMPANY

Article 112. Principal provisions on the additional liability company

The additional liability company is the economic company with number of participants not exceeding fifty, and with the statutory fund divided into the stakes, sizes of which are specified by the statute. The participants of such company bear the subsidiary liability, jointly and severally, for the obligations of the company by the property thereof, within the limits determined by the statute of the company, but to the extent not less than the value established by the legislative acts, proportionally to the contributions of these participants to the statutory fund of the additional liability company.

The statute of the additional liability company can provide other procedure of distribution of the additional liability between the participants.

In case of economic insolvency (bankruptcy) of one of participants of the additional liability company or insufficiency of property of one or several participants of the company for providing of due portion of additional liability, the liability of that (those) participant(s) for the obligations of the company is distributed between other participants proportionally to the contributions thereof, unless the statute provides other procedure of distribution of the liability.

The statute of the additional liability company should contain, in addition to the data specified in Articles 14 and 92 of this Law, the data on the size of additional liability of participants of the company and the procedure of its distribution among the participants.

The name of the additional liability company should contain words “additional liability company”. The abbreviated name of the additional liability company should contain the abbreviation “ODO” (additional liability company).

The provisions of this Law, concerning the limited liability company, are applied to the additional liability company, unless otherwise provided by the legislative acts.

Article 113. Change of the size of the additional liability

The additional liability company has the right, subject to the notification of creditors, to reduce the size of additional liability of the participants of the company, (however, as a result of such reduction, the size of additional liability of the participants should not become less than the size established by the legislative acts), or to increase the size of additional liability, subject to the consent of all participants of the company. At making the decision on change of the size of the additional liability of participants of the additional liability company, at the same time, the decision on appropriate changes in the statute should be made.

The creditors of the additional liability company have the right, in case of reduction of the size of additional liability of participants of the company, to claim for the termination or fulfilling of the corresponding obligations of the company before due date, and for the compensation of losses.

 

 

 

Chairperson of the Supreme Soviet of the Republic of Belarus

S. Shushkevich