A joint-stock company (one of the varieties of companies in the economic direction) is, in contrast to public associations (see the federal law on public associations), a commercial organization, the main direction of which is recognized as making a profit. The authorized capital of any joint-stock company is divided into a certain number of shares, which certify the obligations of each shareholder (participant) in relation to the company as a whole.

In accordance with the legislation of the Russian Federation, the shareholders of the above-mentioned company bear the risk of losses that are directly related to the activities of the joint-stock company, within the value of their shares, and are in no way responsible for its general obligations. AT modern state there is a joint-stock company - the most common form of organization of large and medium-sized businesses, while medium-sized businesses often use the form of a closed joint-stock company, large business - open. Like other activities in Russia (counter-terrorism, social insurance, medical care and others), the activities of joint-stock companies of any type, as well as their form of creation, reorganization and liquidation, are regulated by Federal Law No. 208-FZ of December 26, 1995. "About joint-stock companies". The law contains in its structure 14 chapters and 94 articles.

Chapter 1 of the law on joint-stock companies determines the general provisions of the legal document. The articles define the basic concepts applicable to this area, fix the scope of the law and the main provisions on joint-stock companies, liability, company name and location of companies. Chapter 1 characterizes branches and representative offices of companies, subsidiaries and dependent companies, open and closed companies.

The procedure for the creation and liquidation of joint-stock companies is described in detail in Chapter 2 federal law on joint stock companies. The articles of the law define the institutions of companies, the founders, the charter, including the introduction of additions and changes, the form of state registration of the company (with additions and changes to the charter), the form of reorganization, merger, accession, division and separation of the company (Article 19.1 interprets the features of such actions ), transformation, as well as a detailed procedure for the liquidation of a joint-stock company.

Chapters 3-4 of the law on joint-stock companies determine the authorized capital of companies, the net assets of the company, as well as the form and procedure for placing shares, bonds and other securities by the company. Articles 25-29 establish the minimum size of the charter capital of joint-stock companies, the rules for increasing or decreasing the charter capital of companies and protecting the rights of creditors in such actions. At the same time, the procedure for paying dividends by the company, including restrictions on payments, is defined in Chapter 5.

Chapters 6-8 regulate the register of joint-stock companies, the form of general meetings of shareholders and the board of directors, which are the supervisory board, as well as executive body society. These chapters list, article by article, the rules for maintaining the register, competence, rights and obligations, as well as the responsibility of the general meeting of shareholders, the board of directors and the executive body in relation to the company. Chapters 9-10 regulate activities in the field of acquisition and redemption of outstanding shares by the company, as well as in the course of major transactions by the company. Chapters 12-13 establish the types of control over the activities of a joint-stock company by the state, as well as the form of accounting and reporting for companies. The final provision of the legal document regulates the procedure for the entry into force of the law.

Download Federal Law on Joint Stock Companies

Article 69 Sole executive body of the company (director, general director)

1. Management of the current activities of the company is carried out by the sole executive body of the company (director, general director) or the sole executive body of the company (director, general director) and the collegial executive body of the company (board, directorate). The executive bodies are accountable to the board of directors (supervisory board) of the company and the general meeting of shareholders.

The company's charter, which provides for the existence of both a sole and collegial executive bodies, must define the competence of the collegial body. In this case, the person exercising the functions of the sole executive body of the company (director, CEO), also performs the functions of the chairman of the collegial executive body of the company (board, directorate).

By decision of the general meeting of shareholders, the powers of the sole executive body of the company may be transferred under an agreement to a commercial organization (managing organization) or individual entrepreneur(manager). The decision to transfer the powers of the sole executive body of the company to a managing organization or manager is made by the general meeting of shareholders only at the proposal of the board of directors (supervisory board) of the company.

2. The competence of the executive body of the company includes all issues of managing the current activities of the company, with the exception of issues referred to the competence of the general meeting of shareholders or the board of directors (supervisory board) of the company.

The executive body of the company organizes the implementation of decisions of the general meeting of shareholders and the board of directors (supervisory board) of the company.

The sole executive body of the company (director, general director) without a power of attorney acts on behalf of the company, including representing its interests, making transactions on behalf of the company, approving states, issuing orders and giving instructions that are binding on all employees of the company.

The charter of the company may provide for the need to obtain the consent of the board of directors (supervisory board) of the company or the general meeting of shareholders for certain transactions. In the absence of such consent or subsequent approval of the relevant transaction, it may be disputed by the persons specified in paragraph one of paragraph 6 of Article 79 of this federal law, on the grounds established by paragraph 1 of Article 174 Civil Code Russian Federation.

3. The formation of the executive bodies of the company and the early termination of their powers are carried out by decision of the general meeting of shareholders, if the company's charter does not refer these issues to the competence of the board of directors (supervisory board) of the company.

The rights and obligations of the sole executive body of the company (director, general director), members of the collegial executive body of the company (management board, directorate), managing organization or manager to manage the current activities of the company are determined by this Federal Law, other legal acts of the Russian Federation and an agreement concluded by each of them with society. The contract on behalf of the company is signed by the chairman of the board of directors (supervisory board) of the company or a person authorized by the board of directors (supervisory board) of the company.

The relations between the company and the sole executive body of the company (director, general director) and (or) members of the collegial executive body of the company (board, directorate) are subject to the labor legislation of the Russian Federation insofar as it does not contradict the provisions

The combination of a person exercising the functions of the sole executive body of the company (director, general director) and members of the collegial executive body of the company (board, directorate) of positions in the management bodies of other organizations is allowed only with the consent of the board of directors (supervisory board) of the company.

The company, the powers of the sole executive body of which have been transferred to the managing organization or manager, acquires civil rights and assumes civil obligations through the managing organization or manager in accordance with paragraph one of clause 1 of Article 53 of the Civil Code of the Russian Federation.

If the powers of the executive bodies of the company are limited by a certain period and after such a period no decision is made to form new executive bodies of the company or a decision to transfer the powers of the sole executive body of the company to a managing organization or to a manager, the powers of the executive bodies of the company are valid until the adoption of these decisions.

4. The general meeting of shareholders, if the formation of executive bodies is not referred by the charter of the company to the competence of the board of directors (supervisory board) of the company, has the right to decide at any time on the early termination of the powers of the sole executive body of the company (director, general director), members of the collegial executive body of the company (boards, directorates). The General Meeting of Shareholders has the right to decide at any time on the early termination of the powers of the managing organization or manager.

If the formation of executive bodies is referred by the charter of the company to the competence of the board of directors (supervisory board) of the company, he has the right at any time to decide on the early termination of the powers of the sole executive body of the company (director, general director), members of the collegial executive body of the company (management board, directorate) and on the formation of new executive bodies.

If the formation of executive bodies is carried out by a general meeting of shareholders, the charter of the company may provide for the right of the board of directors (supervisory board) of the company to decide on the suspension of the powers of the sole executive body of the company (director, general director). The charter of the company may provide for the right of the board of directors (supervisory board) of the company to decide on the suspension of the powers of the managing organization or manager. Simultaneously with these decisions, the board of directors (supervisory board) of the company is obliged to decide on the formation of a temporary sole executive body of the company (director, general director) and on holding an extraordinary general meeting of shareholders to resolve the issue of early termination of the powers of the sole executive body of the company (director, general director). ) or a managing organization (manager) and on the formation of a new sole executive body of the company (director, general director) or on the transfer of powers of the sole executive body of the company (director, general director) to a managing organization or manager.

If the formation of the executive bodies is carried out by the general meeting of shareholders and the sole executive body of the company (director, general director) or the managing organization (manager) cannot perform their duties, the board of directors (supervisory board) of the company has the right to decide on the formation of a temporary sole executive body company (director, general director) and on holding an extraordinary general meeting of shareholders to resolve the issue of early termination of the powers of the sole executive body of the company (director, general director) or managing organization (manager) and on the formation of a new executive body of the company or on the transfer of powers of the sole executive body of the company to the managing organization or to the manager.

All decisions specified in paragraphs three and four of this paragraph are adopted by a three-quarters majority of the members of the board of directors (supervisory board) of the company, while the votes of retired members of the board of directors (supervisory board) of the company are not taken into account.

The temporary executive bodies of the company manage the current activities of the company within the competence of the executive bodies of the company, if the competence of the temporary executive bodies of the company is not limited by the charter of the company.

5. If by the charter of the company the decision on the formation of the sole executive body of the company or the early termination of its powers is referred to the competence of the board of directors (supervisory board) of the company and the quorum determined by the charter of the company for holding a meeting of the board of directors (supervisory board) of the company is more than half of the elected members of the board of directors (supervisory board) of the company and (or) in order to resolve this issue in accordance with the charter of the company or an internal document determining the procedure for convening and holding meetings of the board of directors (supervisory board) of the company, a greater number of votes is required than a simple majority of votes of members of the board of directors (supervisory board) of the company participating in such a meeting, the said issue may be submitted for decision by the general meeting of shareholders in the cases specified in paragraphs 6 and this article.

The issue of formation of the sole executive body of the company or early termination of its powers cannot be submitted for decision by the general meeting of shareholders if the company's charter provides for other consequences that occur in cases specified in paragraphs 6 and this article.

If the terms of the shareholder agreement concluded by the shareholders of the company provide for other consequences that occur in the cases specified in paragraphs 6 and this article, failure to perform or improper performance of the relevant obligations under the shareholder agreement is not a basis for exemption from liability or from the implementation of measures to ensure the fulfillment of obligations provided for such an agreement.

6. If, in the presence of the conditions provided for in paragraph one of clause 5 of this article, the decision on the formation of the sole executive body of the company is not adopted by the board of directors (supervisory board) of the company at two consecutive meetings or within two months from the date of termination or the expiration of the powers of the previously formed sole executive body of the company, the companies disclosing information in accordance with the legislation of the Russian Federation on securities are obliged to disclose information about the failure to take such a decision in the manner prescribed by the legislation of the Russian Federation on securities, and other companies - to notify about failure to adopt such a decision of shareholders in the manner prescribed by this Federal Law for notification of a general meeting of shareholders. Such notification shall be sent to the shareholders or, if the company's charter specifies a printed publication for publishing notices of the general meeting of shareholders, is published in this printed publication no later than 15 days from the date of the second meeting of the board of directors (supervisory board) of the company, on the agenda of which the issue was included on the formation of the sole executive body of the company and where such a body was not formed, and if the second meeting was not held, after a two-month period from the date of termination or expiration of the powers of the previously formed sole executive body of the company. The list of shareholders of the company to whom the said notice is sent is compiled on the basis of the data of the register of the company's securities holders as of the date of the second meeting of the board of directors (supervisory board) of the company, at which the decision on the formation of the sole executive body of the company was not made, or if the corresponding meeting did not take place, after a two-month period from the date of termination or expiration of the powers of the previously formed sole executive body of the company. At the same time, if a nominal shareholder is registered in the register of securities holders of the company, the notification is sent to the nominal shareholder for sending to the persons in whose interests he owns the company's shares.

Notification in accordance with this clause shall be sent on behalf of the company by the chairman of the board of directors (supervisory board) of the company. After sending a notice to shareholders or after disclosing information in accordance with the first paragraph of this paragraph, the chairman of the board of directors (supervisory board) of the company acts on behalf of the company until the formation of the temporary sole executive body of the company.

Shareholders or a shareholder have the right to submit a request to convene an extraordinary general meeting of shareholders to resolve the issue of forming the sole executive body of the company within 20 days from the moment the company's obligation to disclose the specified information arises.

Within five days from the date of expiration of the period provided for by this paragraph for the presentation by shareholders or a shareholder of a request to convene an extraordinary general meeting of shareholders, the board of directors (supervisory board) of the company is obliged to decide on the formation of a temporary sole executive body of the company, as well as on convening an extraordinary general meeting shareholders in accordance with Article 55 of this Federal Law, if by the specified date these requirements have been received from shareholders or a shareholder owning at least 10 percent of the voting shares of the company. If two or more requests are made to convene an extraordinary general meeting of shareholders to resolve the issue of the formation of the sole executive body of the company, the board of directors (supervisory board) of the company, in accordance with this clause, decides to convene one extraordinary general meeting of shareholders.

The decision to convene an extraordinary general meeting of shareholders and to form a temporary sole executive body of the company is made by the board of directors (supervisory board) of the company by a majority vote of the members of the board of directors (supervisory board) of the company participating in the meeting, if there is a quorum of at least half of the elected members of the board of directors (supervisory board) of the company.

7. In the event that, in the presence of the conditions provided for in paragraph one of clause 5 of this article, the decision on the early termination of the powers of the sole executive body of the company is not adopted by the board of directors (supervisory board) of the company at two consecutive meetings of the board of directors (supervisory board) of the company , companies disclosing information in accordance with the legislation of the Russian Federation on securities are obliged to disclose information about the failure to take such a decision in the manner prescribed by the legislation of the Russian Federation on securities, and other companies - to notify shareholders of the failure to take such a decision in the manner prescribed by this Federal by law to inform about the holding of the general meeting of shareholders. Such notification shall be sent to the shareholders or, if the company's charter specifies a printed publication for publishing notices of the general meeting of shareholders, is published in this printed publication no later than 15 days from the date of the second meeting of the board of directors (supervisory board) of the company, on the agenda of which the issue was included on the early termination of the powers of the sole executive body of the company and at which the decision on the early termination of the powers of such a body was not made. The list of shareholders of the company to whom the notice is sent is compiled on the basis of the data of the register of the company's securities holders as of the date of the second meeting of the board of directors (supervisory board) of the company, at which a decision was not made to early terminate the powers of the sole executive body of the company. At the same time, if a nominal shareholder is registered in the register of securities holders of the company, the notification is sent to the nominal shareholder for sending to the persons in whose interests he owns the company's shares.

Shareholders or a shareholder have the right to submit a request to convene an extraordinary general meeting of shareholders to resolve the issue of early termination of the powers of the sole executive body of the company within 20 days from the moment the company's obligation to disclose the specified information arises.

Within five days from the date of expiration of the period provided for by this paragraph for the presentation by shareholders or a shareholder of a request to convene an extraordinary general meeting of shareholders, the board of directors (supervisory board) of the company is obliged to decide on the convening of an extraordinary general meeting of shareholders in accordance with Article 55 of this Federal Law, if by the specified date these requirements have been received from shareholders or a shareholder owning at least 10 percent of the voting shares of the company. If two or more demands are made to convene an extraordinary general meeting of shareholders to resolve the issue of early termination of the powers of the sole executive body of the company, the board of directors (supervisory board) of the company, in accordance with this clause, decides to convene one extraordinary general meeting of shareholders.

The decision to convene an extraordinary general meeting of shareholders is made by the board of directors (supervisory board) of the company by a majority vote of the members of the board of directors (supervisory board) of the company participating in the meeting, and if there is a quorum that is half of the number of elected members of the board of directors (supervisory board) of the company.

8. The convocation of an extraordinary general meeting of shareholders on the grounds specified in paragraphs 6 and this article is carried out by decision of the board of directors (supervisory board) of the company in the manner prescribed by article 55 of this Federal Law.

The inclusion of issues on the agenda of the said general meeting of shareholders and the nomination of candidates to the executive bodies of the company in this case shall be carried out in the manner established by Article 53 of this Federal Law.

The wording of the issue to be included in the agenda of the general meeting of shareholders convened on the grounds specified in clauses 6 and this article, and the issue previously included in the agenda of the meeting of the board of directors (supervisory board) of the company, should not differ.

If the issue of formation of the sole executive body of the company or the early termination of its powers in the cases provided for in paragraphs 6 and this article is submitted for decision by the general meeting of shareholders, the agenda of such a general meeting of shareholders must include the issue of early termination of the powers of members of the board of directors ( supervisory board) of the company and on the election of a new composition of the board of directors (supervisory board) of the company.

9. If, within the period established by this Federal Law, the board of directors (supervisory board) of the company has not made a decision to convene an extraordinary general meeting of shareholders at the request of the persons specified in clauses 6 and this article, or a decision has been made to refuse to convene it, the extraordinary general meeting shareholders may be convened in accordance with Clause 8 of Article 55 of this Federal Law.

Judicial practice under article 69 of the Federal Law of December 26, 1995 No. 208-FZ

Ruling dated April 2, 2019 in case No. А65-10852/2018

Supreme Court of the Russian Federation

The courts of appeal and the district agreed, having examined and evaluated the evidence presented in the case file in accordance with the rules of Chapter 7 of the Code, guided by the provisions of Articles 47, 48.65, 69 of the Federal Law of December 26, 1995 No. on joint-stock companies), and taking into account the explanations set out in paragraph 27 of the decision of the Plenum of the Supreme Arbitration ...

Ruling dated October 29, 2018 in case No. А05-10333/2017

Arbitration Court of the Arkhangelsk Region (AC of the Arkhangelsk Region)

Partially satisfied by the trial court. The Board of Appeal finds no grounds for disagreeing with the decision adopted in the case judicial act due to the following. In accordance with Article 69 of the Federal Law of December 26, 1995 No. 208-FZ "On Joint-Stock Companies" (hereinafter - Law No. 208-FZ), the current activities of the company are managed by the sole executive body of the company (director, general director) ...

The President of Russia signed Federal Law No. 209-FZ dated July 19, 2018 “On Amendments to the Federal Law “On Joint Stock Companies”. Innovations are aimed at improving the management system of joint-stock companies.

The law entered into force on July 19, 2018, with the exception of certain provisions that enter into force on other dates.

What is the essence of the new law?

The amendments affected the rules on audit commissions, the general meeting of shareholders, interested party transactions, preferred shareholders, powers of the board of directors, etc.

What are the amendments for?

The law was developed in order to implement the action plan "Improvement of corporate governance", approved by the order of the Government of Russia dated June 25, 2016 No. 1315-r. The innovations are designed to improve the level of protection of the rights of minority shareholders and the quality of corporate governance in Russian joint-stock companies. Thus, it is in the interests of minority shareholders that the term for notification of a general meeting of shareholders has been extended.

What is the deadline for reporting the general meeting of shareholders?

The minimum term for notifying shareholders of a general meeting of shareholders has been increased from 20 to 21 days. At the same time, special deadlines for notifying shareholders have been retained, which are applied in a number of cases, for example, if the proposed agenda for an extraordinary general meeting of shareholders contains the issue of electing members of the board of directors.

What has changed in the procedure for holding a general meeting of shareholders?

The amendments have clarified the list of information that must be provided to the meeting participants in preparation for its holding:

Only drafts of those internal documents of the company that are subject to approval by the meeting are provided;

The conclusion of the audit commission and information about candidates for its composition are provided only if the presence of the commission is mandatory according to the charter of the company;

Participants of the general meeting of a public joint-stock company will need to submit an internal audit report. The norm on the obligatory nature of such an audit will come into effect from July 1, 2020.

In addition, the list of issues that must be considered at the annual meeting of shareholders includes the issue of distribution of profits (including the payment (declaration) of dividends) and losses of the company based on the results of the reporting year.

How have the rules for the activities of auditors been updated?

It is provided that control over the financial and economic activities of a joint-stock company can only be carried out by a collegial body: the audit commission. Previously, the Law also allowed for the possibility of electing an auditor. In companies in which an auditor was elected on the date of entry into force of the indicated amendments, the provisions on the audit commission shall apply to the auditor of such companies.

The obligatory nature of the audit commission in a joint-stock company is cancelled. In public JSCs, the audit commission is now obligatory only if its presence is provided for by the charter. The charter of a non-public joint-stock company may provide for the absence of an audit commission or its creation only in cases provided for by the charter of such a company. A similar provision was included in the Civil Code of the Russian Federation in September 2014. These provisions can be included in the charter of a non-public joint-stock company by unanimous decision of all shareholders at the general meeting.

Did the amendments affect related party transactions?

Yes, the criteria for transactions to which the rules on related-party transactions do not apply due to not exceeding 0.1% of the book value of the company's assets have been clarified. This limit must correspond to either the amount of the transaction, or the price or balance sheet value of the property, with the acquisition, alienation or possibility of alienation of which the transaction is connected.

Similar parameters (transaction amount, price or book value of the property) are set for interested party transactions, which must be approved by the general meeting by a majority vote of all disinterested shareholders - owners of voting shares.

At the same time, a new rule was introduced, according to which the general meeting of shareholders is considered competent, regardless of the number of disinterested shareholders participating in it.

What changes are envisaged for holders of preferred shares?

The criteria for establishing dividends have been specified. Now, in the charter, the amount of dividend on preferred shares can be determined by indicating its minimum amount (for example, as a percentage of net profit). The amount of a dividend is not considered to be fixed if only its maximum amount is specified in the charter of the company. Also, preferred shareholders received the right to vote at the general meeting on issues, the decision on which, according to the JSC Law, must be taken by all shareholders unanimously.

In addition, shareholders - owners of preferred shares of a certain type are granted the right to vote at the general meeting when introducing into the charter of the JSC provisions on declared preferred shares of this or another type, the placement of which may lead to an actual decrease in the amount of dividend and (or) liquidation value determined by the charter, paid for such shares.

The amendments clarified and expanded the rights and competence of the board of directors (supervisory board) of the company.

A provision has been established that the annual report of a company, the charter of which the issue of its approval is within the competence of the board of directors, is subject to approval by the board of directors no later than 30 days before the date of the annual general meeting of shareholders. Previously, the term was not specified by law.

The Board of Directors has the right to form committees for preliminary consideration of issues within its competence. The competence of the board of directors is specified in terms of determining the amount of payment for the services of the auditor and recommendations on the amount of remuneration and compensation paid to members of the audit commission (auditor) of the company.

How will the activities of the JSC be controlled?

The obligation of a public joint-stock company to organize risk management and internal control(This rule will come into effect from 09/01/2018). Determining the principles and approaches to the organization of risk management, internal control and internal audit in the company is within the competence of the board of directors.

For non-public JSCs in matters related to internal audit, the law leaves freedom of choice.

What other changes have been made?

The amendments define the consequences of a situation where the general meeting of shareholders delegates to the board of directors or the supervisory board the resolution of issues that fall within the competence of the general meeting. With such a transfer, the shareholders do not have the right to demand the repurchase of shares. Federal Law No. 208-FZ of December 26, 1995 "On Joint Stock Companies" (as amended on June 13, 1996, May 24, 1999, August 7, 2001, March 21, October 31, 2002, February 27 2003, February 24, April 6, December 2, 29, 2004, December 27, 31, 2005, January 5, July 27, December 18, 2006, February 5, July 24, December 1, 2007, April 29, December 30, 2008) Adopted State Duma November 24, 1995 Chapter I. General Provisions Article 1. Scope of this Federal Law Article 2. Basic Provisions on Joint Stock Companies Article 3. Responsibility of the Company Article 4. Trade Name and Location of the Company Article 5. Branches and Representative Offices of the Company Article 6. Subsidiaries and Dependent Companies Article 7. Open and Closed Companies societies Chapter II. Establishment, reorganization and liquidation of a company Article 8. Establishment of a company Article 9. Establishment of a company Article 10. Founders of a company Article 11. Charter of a company Article 12. Amendments and additions to the charter of a company or approval of a new version of the charter of a company Article 13. State registration companies Article 14. State registration of changes and additions to the charter of the company or the charter of the company in a new edition Article 15. Reorganization of the company Article 16. Merger of companies Article 17. Accession of the company Article 18. Division of the company Article 19. Separation of the company Article 19.1. Particulars of the division or spin-off of a company carried out simultaneously with a merger or takeover Article 20. Transformation of a company Article 21. Liquidation of a company Article 22. Procedure for the liquidation of a company Article 23. Distribution of property of a company in liquidation among shareholders Article 24. Completion of the liquidation of a company Chapter III. The authorized capital of the company. Shares, bonds and other equity securities of the company. Net assets of the company Article 25. Authorized capital and shares of the company Article 26. Minimum authorized capital of the company Article 27. Placed and declared shares of the company Article 28. Increase in the authorized capital of the company Article 29. Reduction of the authorized capital of the company Article 30. Notification of creditors on the reduction of the authorized capital of the company Article 31. Rights of shareholders - owners of ordinary shares of the company Article 32. Rights of shareholders - owners of preferred shares of the company Article 33. Bonds and other issue-grade securities of the company Article 34. Payment for shares and other issue-grade securities of the company upon their placement Article 35. Funds and net assets of the company Chapter IV. Placement by the company of shares and other issue-grade securities Article 36. Placement price of the company's shares Article 37. Procedure for converting the company's issue-grade securities into shares Article 38. Placement price of the company's issue-grade securities Article 39. Ways of placement by the company of shares and other issue-grade securities of the company Article 40. Ensuring the rights of shareholders when placing shares and issue-grade securities securities of a company convertible into shares Article 41 Chapter V. Dividends of the Company Article 42. Procedure for the payment of dividends by a company Article 43. Restrictions on the payment of dividends Chapter VI. Register of shareholders of the company Article 44. Register of company shareholders Article 45. Making an entry in the register of company shareholders Article 46. Extract from the register of company shareholders Chapter VII. General Meeting of Shareholders Article 47. General meeting of shareholders Article 48. Competence of the general meeting of shareholders Article 49. Decision of the general meeting of shareholders Article 50. General meeting of shareholders in the form of absentee voting Article 51. Right to participate in the general meeting of shareholders Article 52. Information on holding a general meeting of shareholders Article 53. Proposals for the agenda of the general meeting of shareholders Article 54. Preparation for the general meeting of shareholders Article 55. Extraordinary general meeting of shareholders Article 56. Counting commission Article 57. Procedure for participation of shareholders in the general meeting of shareholders Article 58. Quorum of the general meeting of shareholders Article 59. Voting at the general meeting of shareholders Article 60. Voting ballot Article 61. Counting of votes when voting by voting ballots Article 62. Minutes and report on voting results Article 63. Minutes of the general meeting of shareholders Chapter VIII. Board of Directors (Supervisory Board) of the Company and Executive Body of the Company Article 64. Board of Directors (Supervisory Board) of the Company Article 65. Competence of the Board of Directors (Supervisory Board) of the Company Article 66. Election of the Board of Directors (Supervisory Board) of the Company Article 67. Chairman of the Board of Directors (Supervisory Board) of the Company Article 68. Meeting of the Board of Directors ( supervisory board) of the company Article 69. Executive body of the company. Sole executive body of the company (director, general director) Article 70. Collegial executive body of the company (board, directorate) Article 71. Responsibility of members of the board of directors (supervisory board) of the company, the sole executive body of the company (director, general director) and (or) members collegial executive body of the company (board, directorate), managing organization or manager Chapter IX. Acquisition and redemption by the company of placed shares Article 72. Acquisition of outstanding shares by a company Article 73. Restrictions on the acquisition by a company of outstanding shares Article 74. Consolidation and splitting of company shares Article 75. Redemption of shares by a company at the request of shareholders Article 76. Procedure for exercising the right of shareholders to demand redemption by the company of their shares Article 77. Definition price (monetary value) of property Chapter X. Major Transactions Article 78. Major transaction Article 79. Procedure for approving a major transaction Article 80. No longer in force since July 1, 2006 Chapter XI. Interest in the company's transaction Article 81. Interest in a company's transaction Article 82. Information on the company's interest in a transaction Article 83. Procedure for approving a transaction in which there is an interest Article 84. Consequences of non-compliance with the requirements for a transaction in which there is an interest Chapter XI.1. Acquisition of more than 30 percent of the shares of an open company Article 84.1. Voluntary offer to acquire more than 30 percent of the shares of an open company Article 84.2. Mandatory offer to purchase shares of an open company, as well as other issue-grade securities convertible into shares of an open company Article 84.3. Obligations of an open society after receiving a voluntary or mandatory offer. Procedure for accepting a voluntary or mandatory offer Article 84.4. Changing a voluntary or mandatory offer Article 84.5. Competing offer Article 84.6. The procedure for making decisions by the governing bodies of an open company after receiving a voluntary or mandatory offer Article 84.7. Redemption by a person who has acquired more than 95 percent of the shares of an open company, securities of an open company at the request of their owners Article 84.8. Redemption of securities of an open company at the request of a person who has acquired more than 95 percent of the shares of an open company Article 84.9. State control over the acquisition of shares in an open company Article 84.10. Features of accounting for preferred shares Chapter XII. Control over the financial and economic activities of the company Article 85 Chapter XIII. Accounting and reporting, company documents. Society information Article 88. Accounting and financial reporting of the company Article 89. Storage of documents of the company Article 90. Provision of information by the company Article 91. Provision of information by the company to shareholders Article 92. Mandatory disclosure of information by the company Article 93. Information about affiliated persons of the company Chapter XIV. Final provisions Article 94