Rus News Journal

Amendments to the Civil code

New article GK 97. A public society

1. Public joint-stock company the joint-stock company, which actions and the securities converted in its action admits, publicly take place (by an open subscription) and publicly address on the conditions established by laws on securities.

2. In public joint-stock company the supervisory board which number of members cannot be less than five, and also the board of directors not less which one quarter independent directors should make is created.

3. Conducting the register of shareholders of public joint-stock company and function schetnoj the commissions are carried out by the independent organisation having the corresponding licence.

4. In public joint-stock company the quantity of the actions belonging to one shareholder, their total face-value, and also the maximum poll, given to one shareholder cannot be limited.

5. The size of an authorised capital stock of public joint-stock company cannot be less than hundred millions roubles.

6. The public joint-stock company is obliged to open publicly the information provided by the law on economic societies and laws on securities.

7. Additional requirements to creation and activity of public joint-stock companies, and also conditions at which the public joint-stock company can lose this status, are established by the law on economic societies and laws on securities.

the new version of positions GK about securities

1. Documentary securities

Article 1431. Requirements to a documentary security

1. Obligatory requisites, requirements to the form of a documentary security and other requirements to a documentary security are defined by the law or in the order established by it.

2. At absence in the document of obligatory requisites of a documentary security, discrepancy to its established form and other requirements the document is not a security, but keeps value of the proof of existence of the right certified by it.

C 144. Execution on a documentary security

1. Appropriate execution on a documentary security execution to the person defined by points 2 - 4 articles 143 of the present Code (the owner of a security) admits.

2. If responsible for execution on a documentary security the person knew or should know that the owner of a security to whom execution is made, is not the appropriate owner of the right to a security, it is obliged to pay the damages caused to the owner of the right to a security.

article 145. Objections on a documentary security

1. The person responsible for execution on a documentary security, has the right to put forward against the owner of a security only those objections which follow from the text of a security or are based on relations between them.

the Person who has made a documentary security, answers on a security and in the event that the document has arrived in the reference in spite of himself.

the rules Provided by the present point on restriction of objections are not applied, if the owner of a security at the moment of its acquisition knew or should know about absence or defects of the basis of the rights fixed by a security, or about lacks of the right of previous owners of a security, and also of cases when the owner of a security does not admit its diligent purchaser (article 1471).

2. The persons responsible for execution on an order security, have not the right to refer to objections of other persons responsible for execution on the given paper.

3. Against the requirement about execution on a documentary security the person specified as responsible for execution on it, the objections connected with a fake of such security or with contest of the fact of signing by it of a security (paper forgery) can be put forward.

Article 146. Transition of the rights on a documentary security

1. With transition of the right to a documentary security pass all rights certified by it in aggregate.

2. The rights certified by a demand security, are transferred to the purchaser by delivery to it of a security otchuzhdatelem.

the Rights certified by a demand security, can to pass to other person irrespective of its delivery in cases and on the bases which are established by the law.

3. The rights certified by an order security, are transferred to the purchaser by its delivery with fulfilment on it to a transfer inscription - indossamenta. If other is not provided by the present Code or the law, to cession of rights under order securities are applied established by the law about translation and the rule promissory note about cession of rights under bills.

4. The rights certified by a documentary nominal security, are transferred to the purchaser by delivery to it of a security otchuzhdatelem with fulfilment on it to a nominal transfer inscription or in other form according to the rules established for a concession of the requirement (cession).

Norms of the paragraph of the first head 24 present Codes are applied to the cession of rights, certified by documentary nominal securities, as cession if other is not established by rules of present chapter, other law and does not follow from a being of a corresponding security.

5. In case of obligation default to transfer an order or documentary nominal security, the purchaser has the right to demand it otobranija at otchuzhdatelja or from any third party, except for cases when on a paper it is made indossament or a transfer inscription otchuzhdatelja on which the rights are transferred other person.

6. In case of obligation default on fulfilment indossamenta or a transfer inscription on an order or documentary nominal security, on request of the purchaser transition of the rights to an order or documentary nominal security is carried out on the basis of a judgement by fulfilment by the person who is carrying out execution of the judgement, a mark in a security which is valid indossamenta or a transfer inscription.

7. Transition of the rights certified by an order or nominal security, to other person, on the bases other, than transfer under the contract, is carried out by buying a security in cases and on the bases which are established by the law.

transition of the rights to order or nominal securities proves to be true:

at inheritance - a mark of the notary in the security which is valid indossamenta or a transfer inscription of the previous legal owner;

at realisation of such securities in case of the reference on them collectings - a similar mark of the person authorised on realisation of property of the owner of such securities;

in other cases - on the basis of a judgement a similar mark of the person who are carrying out execution of the judgement.

8. At the account of the rights certified by a nominal security, the rights pass to the person specified in a paper, at the moment of entering into mark accounts about transition of the rights. The mark is brought on the basis of the transfer certificate made by the parties in the presence of the person, the account carrying out conducting according to point 4 of article 143 of the present Code, or on the basis of notarially certified certificate.

9. At evasion of the person who are carrying out conducting of the account according to point 4 of article 143 of the present Code, from entering into mark accounts about transition of the rights the person addressed to whom the transfer certificate is made, can demand entering of a corresponding mark into accounts in a judicial order.

article 147. Responsibility for the validity of the rights on a documentary security

1. The person who has transferred the rights, certified by a documentary security, bears responsibility for invalidity of the right certified by a security.

the person who has transferred the rights, certified by a security, bears responsibility for obligation execution on it in the presence of the corresponding reservation, and also in other cases established by the law.

2. The owner of the security who has found out forgery or a fake of a paper, has the right to demand from the face, transferred to it a security, discharges of duty on such security and indemnification.

article 1471. Features istrebovanija documentary securities from the diligent purchaser

1. Istrebovanie documentary securities from another`s illicit possession 302 present Codes with the features provided by present article are carried out by rules of articles 301.

2. The person to whom the rights have not passed in an order established by article 146 of the present Code, does not admit the purchaser of an order or nominal security.

3. Demand securities irrespective of the fact which they certify the right, and also the order and nominal securities certifying the monetary requirement cannot be obtained on demand from the diligent purchaser.

4. The person who though has got a security at the diligent purchaser does not admit the diligent purchaser of a security, but the deceptive or other illegal actions promoted loss of the rights of the appropriate owner on a security or as the previous owner knew or should know about presence of the rights of other persons on a security.

5. The right on istrebovanie documentary securities from another`s illicit possession the person who at the moment of leaving of securities from its possession was their appropriate owner possesses.

6. The person to whom the documentary security has been returned from another`s illicit possession, has the right to demand from the unfair owner of all received on a security, and also indemnification; From the diligent owner - return of all received on a security since when he has learnt or should learn about illegitimacy of possession or has received the summons under the claim about istrebovanii securities.

if the illegal owner has used the right of priority of acquisition of any property given by a security, the person to whom the documentary security has been returned from another`s illicit possession, has the right to demand from the unfair owner of transfer to it the got property under condition of compensation of its cost at the price of acquisition of the specified property by the illegal owner, and indemnification.

3. Paperless securities

Article 149. Paperless securities

1. In the cases defined by the law or in an order established by it, the person who has obtained the special licence, can make fixing of the rights fixed by a nominal or order security, including in the paperless form (by means of means elektronno - computer facilities and etc.) . To such form of fixing of the rights the rules established for securities if other does not follow from features of fixing are applied.

the person who has carried out fixing of the right in the paperless form, is obliged on request of the owner of the right to give out to it the document testifying to the fixed right.

the rights certified by specified fixing, an order of official fixing of the rights and legal owners, an order of documentary acknowledgement of records and an order of fulfilment of operations with paperless securities are defined by the law or in the order established by it.

2. Operations with paperless securities can be made only at the reference to the person which officially makes records of the rights. Transfer, granting and restriction of the rights should be fixed officially by this person who bears responsibility for safety of official records, maintenance of their confidentiality, representation of the correct data about such records, fulfilment of official records about the spent operations.

new article GK 66 2. The Authorized capital stock of an economic society

1. The monetary estimation of the contribution of the participant of an economic society is made under the agreement between founders (participants) of a society and in the cases provided by the law, is subject to independent expert check to an estimation and cannot exceed the sum of an estimation defined by the independent appraiser.

2. The size of an authorised capital stock of limited liability company cannot be less than five hundred thousand roubles. The size of an authorised capital stock of joint-stock company cannot be less than five millions roubles.

the Minimum size of an authorised capital stock of the economic societies which are carrying out bank, insurance or other activity subject to licensing, and also the joint-stock companies using an open (public) subscription to the actions, is established by the laws defining features of a legal status of specified economic societies.

3. At payment of shares (actions) in a society authorised capital stock not money resources, and other property, participants of such society and the independent appraiser in case of insufficiency of property of a society solidary bear subsidiarnuju responsibility under its obligations within the sum on which the estimation of the property brought in an authorised capital stock, within five years is overestimated from the moment of the state registration of a society or entering into the charter of a society of respective alterations.

the minimum authorised capital stock of an economic society should be paid money.

4. Not less than three quarters of an authorised capital stock of an economic society should be brought its founders before the state registration of a society.

other part of an authorised capital stock of an economic society is subject to entering by its participants within the first year of activity of a society. Consequences of infringement of this duty are defined by the law on economic societies.

new chapter GK 9 - 1. Decisions of meetings

Article 181 - 1. Substantive provisions

1. Meeting decisions with which the law connects grazhdansko - legal consequences, generate legal consequences on which the decision is directed, for all persons, having the right to participate in the given meeting - participants of the legal person, sosobstvennikov, creditors at bankruptcy and etc. (participants grazhdansko - legal community), and also for other persons when it is established by the law or follows from a being of relations.

2. Rules of present chapter are applied, if the law or in the order established by it does not provide other.

article 181 - 2. Meeting Decision-making

1. The meeting decision is considered accepted if for it the majority of participants of meeting has voted, and thus in meeting participated not less than fifty percent of total number of participants corresponding grazhdansko - legal community (quorum).

the meeting Decision can be accepted by means of correspondence voting.

2. At presence in the agenda of meeting of several questions, on each of them the independent decision if other is not established unanimously by participants of meeting is made.

3. About acceptance by decision meeting the report in writing is made. The report subscribes presiding over meeting and the secretary of meeting.

4. In the report on results of internal voting should be specified:

date, time and a meeting venue;

the persons who have taken part in meeting;

results of voting by each question;

the persons who were counting votes;

the persons voting against decision-making and demanded to enter record about it in the minutes.

in the report on results correspondence golosovanija should be specified:

date to which documents on voting were accepted;

the persons who have taken part in voting;

results of voting by each question;

the persons who were counting votes;

data on the persons who have signed the report.

article 181 - 3. Invalidity of the decision of meeting

1. The meeting decision is void on the bases established by the law, owing to a recognition its that court (osporimoe the decision) or irrespective of such recognition (the insignificant decision).

the Void decision of meeting osporimo if from the law does not follow that the decision is insignificant.

2. If the meeting decision is published, the message on a recognition court of the decision the void should be published court in the same edition at the expense of the person who have addressed with the statement for a recognition of the decision by the void. If data on the decision are brought in the state register, data on the judicial certificate by which the decision is nullified, also should be brought in the register.

article 181 - 4. Voidability of decisions of meeting

1. The meeting decision can be recognised by void court at infringement of requirements of the law, including in cases, when:

1) essential infringement of an order of convocation, preparation and the meeting carrying out, influencing will of participants of meeting is admitted;

2) voting of participants of meeting was not free, or the person, a speaking on behalf name of the participant, did not have powers, or there are other bases to consider voting as will void;

3) it is broken equality of the rights of participants of meeting, in particular, took place:

inadmissible intervention in the rights of participants of meeting or corresponding community to solve the questions which are within the competence of given community;

granting to the persons voting for decision-making, advantages in comparison with other persons voting against its acceptance, or on the contrary, or granting of other excessive, unreasonable advantages to one participants of voting before others;

the unequal relation to participants of meeting by granting of conditions for performance at meeting which has led to that arguments for or against decision-making have not been stated by the participant of meeting.

2. The meeting decision, osporimoe in connection with infringement of an order of its acceptance, cannot be challenged, if it is confirmed by the appropriate repeated decision to a recognition its court void.

3. The participant corresponding grazhdansko - the legal community, not accepting participation in meeting or voting against acceptance of the challenged decision has the right to challenge the meeting decision in court.

4. The meeting decision cannot be nullified, if voting of the person which rights are mentioned by the challenged decision, could not affect its acceptance, and the decision does not attract essential adverse consequences for this person.

5. The meeting decision can be challenged within six months from the date of when the person which rights are broken, has learnt or should learn about the accepted decision, but not later than two years since the moment when data on the accepted decision became known in a turn or are popular.

6. The person challenging the decision of meeting, should notify participants of corresponding community on intention to address with such claim in court and to give them other information concerning business. The participants of the community who has not joined in an order, established by the remedial legislation, to this claim including having other bases for contest of the given decision, in the subsequent have not the right to address in court with similar requirements if only the court does not recognise the reason of such reference valid.

7. The osporimoe decision of meeting nullified by court, is void from the moment of its acceptance.

article 181 - 5. Negligibility of decisions of meeting

If other is not provided by the law, the meeting decision is insignificant in cases, when it:

1) it is accepted on the question which has been not included in the agenda if only all participants of corresponding community do not participate in meeting;

2) it is accepted in the absence of necessary quorum;

3) it is accepted on a question which is not within the competence of meeting;

4) it is accepted with essential infringement thus rules of drawing up of the report, including a rule about the written form of the report (article 181 point 3 - 2);

5) breaks the rules having for an object exclusively or mainly protection of public interests;

6) is imaginary or feigned;

7) contradicts law and order and morals bases.

new 16 - 1 articles 8 GK. Indemnification of the damage caused by lawful actions of state structures and local governments

In cases and an order, established by the law, the damage caused to the person or property by lawful actions of state structures, local governments, officials of these bodies, and also other persons, are delegated by which state imperious powers, is subject to indemnification.

new article GK 120-2. Private establishment

1. The private establishment is in full or in part financed by the proprietor of its property.

2. The private establishment answers under the obligations with money resources being its order. At insufficiency of the specified money resources subsidiarnuju responsibility under obligations of such establishment is born by the proprietor of its property.

3. Under obligations of the proprietor of private establishment collecting can be turned on a property complex of such establishment as a whole that a case of its alienation attracts replacement of its proprietor - the founder.

4. The private establishment can be transformed the founder to fund.

new article GK 157-1. The consent to transaction fulfilment

1. If on transaction fulfilment the consent of the third party, body of the legal person or a state structure or local government on the force of the law is required, or about refusal in it the third party or corresponding body inform on the consent to the party of the transaction or other interested person.

2. The consent can be preliminary or the subsequent (approval).

In the preliminary consent to the transaction if other is not established by the law, the transaction on which the consent is given should be defined, including its parties, essential conditions or an order of their definition are specified. At approval the transaction on which the consent is given should be defined.

3. Before transaction fulfilment the preliminary consent to it can be withdrawn in the same order in what it is given. The right to a consent response can be limited by the law or the agreement with the person, upravomochennym to agree. The person who has withdrawn the consent, bears risk of the adverse property consequences, the caused response of the consent.

4. If the person, upravomochennoe to agree to the transaction, has not answered the request for such consent in time, established by the law or in the order provided by it, and in the absence of such term - in reasonable term, it is considered that is refused the consent. Silence is not considered the consent to the transaction or its approval.