Substantive provisions of the Federal act from 12/30/2008 №312 "About modification of a part the first the Civil Code of the Russian Federation and separate legal acts of the Russian Federation".

THE COMPLETE TEXT

1. Till January, 1st, 2010 charters and articles of incorporation of the societies created about one day of coming into force of the present Federal act, to reduction in conformity with a part of the Russian Federation first the Civil code (in edition of the Federal act from 12/30/2008 N 312-FZ) and the Federal act from February, 8th, 1998 N 14-FZ " About societies with limited ответственностью" (in edition of the Federal act from 12/30/2008 N 312-FZ).
2. From the date of coming into force of the present Federal act charters and articles of incorporation of the societies created about one day of coming into force of the present Federal act, before their reduction in conformity with a part of the Russian Federation first the Civil code (in edition of the Federal act from 12/30/2008 N 312-FZ) and the Federal act from February, 8th, 1998 N 14-FZ " About societies with limited ответственностью" (in edition of the Federal act from 12/30/2008 N 312-FZ) are applied in the part which are not contradicting specified legal acts of the Russian Federation.
3. Articles of incorporation of societies from the date of coming into force of the Federal act from 12/30/2008 N 312-FZ become invalid for constituent documents.
4. the Body performing the state registration of juridical persons, simultaneously with the state registration of the changes brought in charters of Open Company with a view of their reduction in conformity with a part of the Russian Federation first the Civil code (in edition of the Federal act from 12/30/2008 N 312-FZ) and the Federal act from February, 8th, 1998 N 14-FZ " About societies with limited ответственностью" (in editions of the Federal act from 12/30/2008 N 312-FZ), brings in The Uniform State Register of Juridical Persons data on the sizes and nominal value of shares of participants of corresponding societies on the basis of their articles of incorporation in the edition acting at the moment of the state registration of specified changes.
5. Brought in The Uniform State Register of Juridical Persons data on the sizes and nominal value of shares of participants of Open Company admit authentic until their reliability won't be confuted by notarially certificated documents or the statements signed all specified in The Uniform State Register of Juridical Persons by participants of Open Company or while other won't be established by a judgement.
6. In a case if the charter and Open Company articles of incorporation aren't brought into accord with a part of the Russian Federation first the Civil code (in edition of the Federal act from 12/30/2008 N 312-FZ) and the Federal act from February, 8th, 1998 N 14-FZ " About societies with limited ответственностью" (in edition of the Federal act from 12/30/2008 N 312-FZ), confirmation of powers of the person alienating a share or a part of a share in authorized capital of Open Company, on the order such add or a part of a share for application of point 13 of clause 21 of the Federal act from February, 8th, 1998 N 14-FZ " About societies with limited ответственностью" (in edition of the Federal act from 12/30/2008 N 312-FZ) it is performed on the basis of Open Company charter in its last edition, determined according to the statement from The Uniform State Register of Juridical Persons. If the society is created by one person or consists of one participant, confirmation of the specified powers is performed on the basis of the decision of the unique founder (participant) on Open Company or document creation or the documents establishing transition to such person of all shares in authorized capital of Open Company, the charter in its last edition determined according to the statement from The Uniform State Register of Juridical Persons.
society.
The share or share part in Open Company authorized capital passes to its purchaser from the moment of the notarial certificate of the transaction directed on alienation of a share or a part of a share in authorized capital of a society, or in the cases which are not demanding the notarial certificate, from the moment of entering in The Uniform State Register of Juridical Persons respective alterations on a basis правоустанавливающих documents.
After the notarial certificate of the transaction directed on alienation of a share or a part of a share in authorized capital of a society, or in the cases which are not demanding the notarial certificate, from the moment of entering of respective alterations in The Uniform State Register of Juridical Persons transition of a share or a share part can be challenged only judicially by a claim presentation in arbitration court.
7. The Person who has acquired a share or a share part in authorized capital of Open Company with limited responsibility on the basis of notarially certificated transaction, has the right to make transactions on alienation such shares or share parts subsequently only with observance an order of confirmation of powers, provided by point 13 of clause 21 of the Federal act from February, 8th, 1998 N 14-FZ " About societies with limited ответственностью" (in edition of the Federal act from 12/30/2008 N 312-FZ).
   The notary making the notarial certificate of the transaction, the share directed on alienation or a share part in society authorized capital, checks power of the person alienating them on the order such share or a share part.
   Power of the person alienating a share or a part of a share in authorized capital of a society, on the order them proves to be true notarially certificated agreement on which basis such share or a share part have been acquired earlier by the corresponding person, and also the statement from The Uniform State Register of Juridical Persons, containing data on an accessory to the person of a share or a share part in authorized capital of a society and about their size.
   If the person alienating a share or a part of a share in authorized capital of a society, for power confirmation on the order such shares or a share part represents the duplicate of notarially certificated agreement, the specified statement should be constituted not earlier than before ten days about day of circulatuion to the notary for the notarial certificate of the transaction. If the share or a share part have been received as legal succession or in other cases which are not demanding or earlier not demanding notarial certificate, power of the person alienating such share or a part of a share in authorized capital of a society, on the order them proves to be true the document on transition of a share or a part of a share as legal succession or the document expressing the maintenance of the transaction, made in a simple written form, or at society creation by one person by the decision of the unique founder (participant) about society creation, and also the statement from The Uniform State Register of Juridical Persons, constituted not earlier than before thirty days about day of circulatuion to the notary for the notarial certificate of the transaction. In the event that the share or a share part in Open Company authorized capital is alienated by the founder of the society founded by several persons, its powers prove to be true notarially certificated copy of the agreement on Open Company organization, and also the statement from The Uniform State Register of Juridical Persons, constituted not earlier than within thirty days about day of circulatuion to the notary for the notarial certificate of the transaction.
   The notary making the notarial certificate of the transaction, the share directed on alienation or a share part in society authorized capital, puts down on notarially certificated agreement on which basis alienated share or a share part have been acquired earlier, a mark about transaction fulfillment on transition of such share or a share part.
8. Positions of the Federal act from February, 8th, 1998 N 14-FZ " About societies with limited ответственностью" (in edition of the Federal act from 12/30/2008 N 312-FZ) about special terms of limitation of actions and an order of their calculation extend on the requirements considered after on July, 1st, 2009 by court of law or arbitration court, irrespective of time of origin of corresponding legal relationship or bases of their origin.
   Special terms of limitation of actions are applied in cases of the appeal of decisions of controls by a society.
   The decision of general meeting of participants of the society, accepted with infringement of requirements of the Federal act from February, 8th, 1998 N 14-FZ " About societies with limited ответственностью" other legal acts of the Russian Federation, the charter of a society both breaking the rights and legitimate interests of the participant of a society, can be nullified court under the statement of the participant of the society not accepting participations in voting or voting against challenged decision. Such statement can be submitted during two months from the date of when the participant of a society has learned or should learn about the agreed conclusion. In a case if the participant of Open Company took part in general meeting of participants of the society, accepted обжалуемое the decision, the specified statement can be submitted during two months from the date of accepting such decisions.
   The decision of board of directors (supervisory board) of a society, individual executive office of a society, joint executive office of a society or the managing director, accepted with infringement of requirements of the Federal act from February, 8th, 1998 N 14-FZ " About societies with limited ответственностью" other legal acts of the Russian Federation, the charter of a society both breaking the rights and legitimate interests of the participant of a society, can be nullified court under the statement of this participant of a society.
   Such statement can be brought an action within two months from the date of when the participant of a society has learned or should learn about the agreed conclusion.
9. Till January, 1st, 2010 Open Company re-registration, created about one day of coming into force of the present Federal act, the changes providing the right of the participant of a society to leave a society, is performed under the decision of general meeting of participants of Open Company, accepted by three quarters of voices from total number of voices of participants of a society.
10. amendments Also are made to positions about the size of authorized capital of a society according to which "the Size of authorized capital of Open Company should be not less than ten thousand roubles".