Article 91. Management in a limited liability company.
1. The supreme body of a limited liability company is the general meeting of its participants. In a limited liability company, an executive body (collegiate and (or) one-man) is created, carrying out the current management of its activities and reporting to the general meeting of its participants. The sole governing body of a company may also be elected from outside of its members. 2. The competence of the governing bodies of the company, as well as the procedure for their decision making and speaking on behalf of the company, are determined in accordance with this Code by the law on limited liability companies and the company's charter. 3. The exclusive competence of the general meeting of participants of a limited liability company includes: 1) changing the charter of the company, changing the size of its share capital; 2) the formation of the executive bodies of the company and the early termination of their powers; 3) approval of annual reports and balance sheets of the company and distribution of its profits and losses; 4) the decision on the reorganization or liquidation of the company; 5) election of the audit commission (auditor) of the company. The Law on Limited Liability Companies may also refer other matters to the exclusive competence of the general meeting. Issues related to the exclusive competence of the general meeting of participants of the company, can not be transferred to them for the decision of the executive body of the company. 4. To verify and confirm the correctness of the annual financial statements of a limited liability company, it is entitled to annually engage a professional auditor who is not connected by property interests with the company or its participants (external audit). An audit of the company's annual financial statements may also be carried out at the request of any of its participants. The procedure for conducting audits of the company is determined by law and the company's charter. 5. The publication by the company of information on the results of the conduct of its affairs (public reporting) is not required, except for the cases provided for by the law on limited liability companies.