Chapter 4. Legal entities.

Article 48. The concept of a legal entity.
1. A legal entity is an organization that owns separate property and is in charge of its obligations with this property, can acquire and exercise property and personal non-property rights on its own behalf, bear obligations, be a plaintiff and a defendant in court.
Legal entities must have an independent balance sheet or estimate.
2. In connection with participation in the formation of the property of a legal entity, its founders (participants) may have binding rights in relation to this legal entity or property rights to its property.
Legal entities for which their members have rights of obligation include business partnerships and companies, production and consumer cooperatives.
The legal entities whose property their founders have the right of ownership or other real right include state and municipal unitary enterprises, as well as institutions financed by the owner.
3. Legal entities for which their founders (participants) do not have property rights include public and religious organizations (associations), charitable and other funds, associations of legal entities (associations and unions).

Article 49. Legal capacity of a legal entity.
1. A legal entity may have civil rights that are consistent with the objectives of the activities stipulated in its constituent documents, and bear obligations related to this activity.
Commercial organizations, with the exception of unitary enterprises and other types of organizations provided by law, may have civil rights and bear civil obligations necessary to carry out any activities not prohibited by law.
Certain types of activities, the list of which is determined by law, a legal entity may be engaged only on the basis of a special permit (license).
2. A legal entity may be limited in its rights only in the cases and in the manner prescribed by law. The decision on the limitation of rights may be appealed by a legal entity to the court.
3. The legal capacity of a legal entity arises at the time of its creation and ceases at the time of making a record of its exclusion from the Unified State Register of Legal Entities.
The right of a legal entity to carry out activities for which it is necessary to obtain a license arises from the moment such license is received or within the period specified in it and terminates upon expiration of its validity, unless otherwise provided by law or other legal acts.

Article 50. Commercial and non-profit organizations.
1. Legal entities may be organizations that pursue the extraction of profits as the main goal of their activities (commercial organizations) or do not have the extraction of profits as such a goal and do not distribute the profits among the participants (non-profit organizations).
2. Legal entities that are commercial organizations may be created in the form of business partnerships and companies, production cooperatives, state and municipal unitary enterprises.
3. Legal entities that are non-profit organizations may be created in the form of consumer cooperatives, public or religious organizations (associations) financed by the owner of institutions, charitable and other funds, as well as in other forms provided by law.
Non-profit organizations can carry out entrepreneurial activities only to the extent that it serves the achievement of the goals for which they were created, and corresponding to these goals.
4. The creation of associations of commercial and (or) non-profit organizations in the form of associations and unions is allowed.

Article 51. State registration of legal entities.
1. A legal entity is subject to state registration with an authorized state body in the manner determined by the law on state registration of legal entities. State registration data are included in the unified state register of legal entities open to the public.
Refusal of state registration of a legal entity is allowed only in cases established by law.
Refusal of state registration of a legal entity, as well as evasion of such registration may be appealed in court.
2. A legal entity is considered to be created from the date of making the corresponding entry in the unified state register of legal entities.

Article 52. Constituent documents of a legal entity.
1. A legal entity acts on the basis of a charter, or a memorandum of association and a charter, or only a memorandum of association. In cases stipulated by law, a legal entity that is not a commercial organization may act on the basis of a general provision on organizations of this type.
The constituent agreement of a legal entity is concluded, and the charter is approved by its founders (participants).
A legal entity created in accordance with this Code by one founder acts on the basis of the charter approved by that founder.
2. The constituent documents of a legal entity must specify the name of the legal entity, its location, the procedure for managing the activities of the legal entity, and also contain other information stipulated by law for legal entities of the corresponding type. The constituent documents of non-profit organizations and unitary enterprises, and in cases provided by law and other commercial organizations, the subject and objectives of the legal entity’s activities must be defined. The subject and certain objectives of the activities of a commercial organization may be provided for by the constituent documents and in cases where this is not mandatory by law.
In the articles of incorporation, the founders undertake to create a legal entity, determine the procedure for joint activities for its creation, the conditions for the transfer of its property to it and participation in its activities. The contract also defines the conditions and procedure for the distribution among the participants of profits and losses, the management of the activities of a legal entity, the withdrawal of founders (participants) from its composition.
3. Changes to the constituent documents become effective for third parties from the moment of their state registration, and in cases established by law, from the moment of notification of the body that carries out state registration of such changes. However, legal entities and their founders (members) are not entitled to refer to the absence of registration of such changes in relations with third parties acting in the light of these changes.

Article 53. Bodies of a legal entity.
1. A legal entity acquires civil rights and assumes civil obligations through its bodies operating in accordance with the law, other legal acts and constituent documents.
The procedure for appointing or electing the bodies of a legal entity is determined by law and constituent documents.
2. In cases provided by law, a legal entity may acquire civil rights and assume civil obligations through its members.
3. A person who, by virtue of a law or constituent documents of a legal entity, acts on his behalf, must act in the interests of the legal entity represented by him in good faith and reasonably. It is obliged at the request of the founders (participants) of the legal entity, unless otherwise provided by law or contract, to pay damages caused to them by the legal entity.

Article 54. Name and location of the legal entity.
1. A legal entity shall have its name containing an indication of its organizational and legal form. The names of non-profit organizations, and in cases stipulated by law, the names of commercial organizations should contain an indication of the nature of the activities of the legal entity.
2. The location of a legal entity is determined by the place of its state registration. The state registration of a legal entity is carried out at the location of its permanent executive body, and in the absence of a permanent executive body, another body or person entitled to act on behalf of the legal entity without a power of attorney.
3. The name and location of the legal entity shall be indicated in its constituent documents.
4. A legal entity that is a commercial organization must have a company name.
A legal entity whose corporate name is registered in the established manner has the exclusive right to use it.
A person who illegally uses another's registered company name must, at the request of the holder of the right to the company name, cease its use and compensate for the damage caused.
The procedure for registration and use of trade names is determined by law and other legal acts in accordance with this Code.

Article 55. Representative offices and branches.
1. A representative office is a separate subdivision of a legal entity, located outside its location, which represents the interests of the legal entity and protects them.
2. A branch is a separate subdivision of a legal entity, located outside its location and performing all or part of its functions, including the functions of representation.
3. Representative offices and branches are not legal entities. They are endowed with property by the legal entity that created them and act on the basis of the provisions approved by it.
Heads of representative offices and branches are appointed by a legal entity and act on the basis of its power of attorney.
Representative offices and branches must be specified in the constituent documents of the legal entity that created them.

Article 56. Responsibility of a legal entity.
1. Legal entities, except for institutions financed by the owner, are liable for their obligations with all property belonging to them.
2. The state-owned enterprise and the institution financed by the owner are liable for their obligations in the manner and on the conditions provided for by paragraph 5 of Article 113, Articles 115 and 120 of this Code.
3. The founder (participant) of the legal entity or the owner of its property is not liable for the obligations of the legal entity, and the legal entity is not responsible for the obligations of the founder (participant) or owner, except as otherwise provided by this Code or the constituent documents of the legal entity.
If the insolvency (bankruptcy) of a legal entity is caused by the founders (participants), the owner of the property of a legal entity or other persons who have the right to give instructions binding on that legal entity or otherwise have the ability to determine its actions, such persons may subsidiary liability is assigned to its obligations.

Article 57. Reorganization of a legal entity.
1. Reorganization of a legal entity (merger, accession, division, spin-off, transformation) may be carried out by decision of its founders (participants) or the body of the legal entity authorized by constituent documents.
2. In cases established by law, the reorganization of a legal entity in the form of its division or separation of one or several legal entities from its composition is carried out by a decision of the authorized state bodies or a court decision.
If the founders (participants) of a legal entity, their authorized body or body of a legal entity authorized to reorganize its constituent documents, do not reorganize the legal entity within the period specified in the decision of the authorized state body, the court appoints the external manager of the legal entity and instructs him to reorganize this legal entity. From the moment of appointment of the external manager, he is given the authority to manage the affairs of the legal entity. The external manager acts on behalf of the legal entity in court, draws up the separation balance sheet and transfers it to the court together with the constituent documents of the legal entities arising from the reorganization. The approval by the court of these documents is the basis for the state registration of newly emerging legal entities.
3. In the cases established by law, reorganization of legal entities in the form of merger, accession or transformation can be carried out only with the consent of the authorized state bodies.
4. A legal entity shall be deemed reorganized, with the exception of cases of reorganization in the form of a merger, from the moment of state registration of newly emerged legal entities.
When a legal entity is reorganized in the form of another legal entity joining to it, the first of them is considered reorganized from the moment an entry is made in the unified state register of legal entities on the termination of the activity of the affiliated legal entity.

Article 58. Succession in the reorganization of legal entities.
1. In the event of a merger of legal entities, the rights and obligations of each of them shall be transferred to a newly emerged legal entity in accordance with the deed of conveyance.
2. When a legal entity joins another legal entity, the rights and obligations of the affiliated legal entity shall be transferred to the latter in accordance with the deed of transfer.
3. When a legal entity is divided, its rights and obligations shall be transferred to the newly emerged legal entities in accordance with the separation balance sheet.
4. When one or several legal entities are separated from a legal entity, the rights and obligations of the reorganized legal entity shall be transferred to each of them in accordance with the separation balance sheet.
5. When a legal entity of one type is transformed into a legal entity of another type (a change in its organizational and legal form), the rights and obligations of the reorganized legal entity shall be transferred to the newly created legal entity in accordance with the transfer act.

Article 59. Transfer deed and separation balance sheet.
1. The transfer deed and the separation balance sheet must contain provisions on succession for all obligations of the reorganized legal entity in relation to all of its creditors and debtors, including the obligations disputed by the parties.
2. The transfer act and the separation balance sheet are approved by the founders (participants) of the legal entity or the body that made the decision on the reorganization of legal entities and are submitted together with the constituent documents for state registration of newly created legal entities or making changes to the constituent documents of existing legal entities.
The failure to submit, together with the constituent documents, respectively, the deed of transfer or the separation balance sheet, as well as the absence in them of provisions on succession in respect of the obligations of the reorganized legal entity, entail the refusal of state registration of newly created legal entities.

Article 60. Guarantees of the rights of creditors of a legal entity during its reorganization.
1. Founders (participants) of a legal entity or body that made a decision on reorganization of a legal entity must notify in writing the creditors of the legal entity being reorganized.
2. A creditor of a reorganized legal entity has the right to demand the termination or early performance of an obligation, the debtor of which is a legal entity, and compensation for damages.
3. If the separation balance sheet makes it impossible to determine the legal successor of the reorganized legal entity, the newly emerged legal entities shall be jointly and severally liable for the obligations of the reorganized legal entity to its creditors.

Article 61. Liquidation of a legal entity.
1. Liquidation of a legal entity shall entail its termination without the transfer of rights and obligations by way of succession to other persons.
2. A legal entity may be liquidated:
by decision of its founders (participants) or the body of the legal entity authorized by constituent documents, including in connection with the expiration of the period for which the legal entity is established, with the achievement of the goal for which it was created;
by a court decision in the case of gross violations of the law committed during its creation, if these violations are ineradicable, or carrying out activities without proper permission (license), or prohibited by law, or in violation of the Constitution of the Russian Federation, or with other repeated or gross violations of the law or other legal acts, or when systematically carried out by a non-profit organization, including a public or religious organization (association), charitable or other foundation, Nost, inconsistent with its statutory goals, as well as in other cases stipulated by this Code.
3. The requirement to liquidate a legal entity on the grounds specified in clause 2 of this article may be filed with a court by a state or local government body to which the right to present such a claim is provided by law.
By a court decision on the liquidation of a legal entity, its founders (participants) or a body authorized to liquidate a legal entity with its constituent documents may be assigned the responsibility to liquidate a legal entity.
4. A legal entity, with the exception of a state-owned enterprise, institution, political party and religious organization, shall also be liquidated in accordance with Article 65 of this Code as a result of its recognition as insolvent (bankrupt).
If the value of the property of such a legal entity is not sufficient to satisfy the claims of creditors, it can be liquidated only in the manner provided for in Article 65 of this Code.

Article 62. Duties of the person who made the decision to liquidate the legal entity.
1. The founders (participants) of a legal entity or body that made the decision to liquidate a legal entity must immediately inform the authorized state body in writing so that the legal entity is in the process of liquidation in the unified state register of legal entities.
2. The founders (participants) of a legal entity or body that have decided to liquidate a legal entity shall appoint a liquidation commission (liquidator) and establish the procedure and terms for liquidation in accordance with this Code and other laws.
3. From the moment of appointment of the liquidation commission, the powers to manage the affairs of the legal entity shall pass to it. The liquidation commission shall act in court on behalf of the legal entity being liquidated.

Article 63. Procedure for liquidation of a legal entity.
1. The liquidation commission shall place in the press, in which data on the state registration of a legal entity are published, a publication on its liquidation and on the procedure and term for filing claims by its creditors. This period may not be less than two months from the date of publication of the liquidation.
The liquidation commission takes measures to identify creditors and collect receivables, and also notifies creditors in writing of the liquidation of a legal entity.
2. After the expiration of the term for the presentation of claims by creditors, the liquidation commission shall draw up an interim liquidation balance sheet, which contains information on the composition of the property of the legal entity being liquidated, the list of claims submitted by creditors, as well as the results of their consideration.
The interim liquidation balance sheet is approved by the founders (participants) of the legal entity or the body that made the decision to liquidate the legal entity. In cases established by law, the interim liquidation balance sheet is approved in agreement with the authorized state body.
3. If the funds held by the liquidated legal entity (except institutions) are insufficient to satisfy the claims of creditors, the liquidation commission shall sell the property of the legal entity at public auction in the manner established for the execution of court decisions.
4. Payment of monetary sums to the creditors of a liquidated legal entity shall be made by the liquidation commission in the order of priority established by Article 64 of this Code, in accordance with the interim liquidation balance sheet, starting from the day of its approval, except for creditors of the third and fourth stages, who are to be paid after approval of the interim liquidation balance sheet.
5. After completion of settlements with creditors, the liquidation commission draws up a liquidation balance sheet, which is approved by the founders (participants) of the legal entity or the body that made the decision to liquidate the legal entity. In cases established by law, the liquidation balance shall be approved by agreement with the authorized state body.
6. If the state enterprise’s assets are inadequate, and the institution is in liquidation, the latter have the right to appeal to the court to satisfy the remaining part of the claims at the expense of the owner of the property of this enterprise or institution.
7. The property of a legal entity remaining after satisfaction of the claims of creditors is transferred to its founders (participants) who have real rights to this property or rights of obligation in relation to this legal entity, unless otherwise provided by law, other legal acts or constituent documents of the legal entity.
8. The liquidation of a legal entity is considered complete, and the legal entity ceases to exist after making an entry in the unified state register of legal entities.

Article 64. Satisfaction of creditors' claims.
1. When a legal entity is liquidated, the claims of its creditors are satisfied in the following order:
first of all, the requirements of citizens are met, to whom the liquidated legal entity is responsible for causing harm to life or health, by capitalizing on the appropriate time-based payments, as well as on claims for compensation for non-pecuniary damage;
secondly, calculations are made for the payment of severance payments and the remuneration of persons working or working under an employment contract, and for the payment of remuneration under copyright agreements;
in the third place, calculations are made on obligatory payments to the budget and to extra-budgetary funds;
fourthly, settlements are made with other creditors.
When liquidating banks that raise funds from individuals, the claims of individuals who are creditors of banks under bank deposit agreements and / or bank account agreements concluded with them (except for claims of individuals for damages in the form of lost profits and the payment of amounts of financial sanctions and claims of individuals engaged in entrepreneurial activities without forming a legal entity, or claims of lawyers, notaries, if such accounts are open fish for the implementation of legal or entrepreneurial or professional activities of these persons), the requirements of the organization performing the functions of compulsory deposit insurance in connection with the payment of reimbursement of deposits in accordance with the law on insuring deposits of individuals in banks and the Bank of Russia in connection with the payment of deposits of individuals in banks in accordance with the law.
2. The claims of creditors of each turn are satisfied after the full satisfaction of the claims of creditors of the previous turn, with the exception of claims of creditors for obligations secured by a pledge of property of the liquidated legal entity.
The claims of creditors for obligations secured by the pledged property of the liquidated legal entity are satisfied at the expense of funds received from the sale of the pledged item, mainly to other creditors, except for obligations to creditors of the first and second stage, the rights of claim for which arose before the conclusion of the relevant pledge agreement.
Not satisfied at the expense of the funds received from the sale of the pledged item, the claims of the creditors for obligations secured by the pledge of the property of the liquidated legal entity are satisfied as part of the claims of the fourth-priority creditors.
3. In case of insufficiency of the property of the legal entity being liquidated, it shall be distributed among the creditors of the respective order in proportion to the amounts of claims to be satisfied, unless otherwise provided by law.
4. If the liquidation commission refuses to satisfy the creditor’s claims or evades consideration, the creditor has the right to file a lawsuit against the liquidation commission before the liquidation balance sheet of the legal entity is approved. By a court decision, the creditor’s claims may be satisfied at the expense of the remaining property of the legal entity being liquidated.
5. The creditor’s claims, filed after the expiration of the period established by the liquidation commission for their presentation, shall be satisfied from the property of the legal entity being liquidated, which remained after the claims of the creditors declared in due time.
6. The claims of the creditors, not satisfied due to the insufficiency of the property of the liquidated legal entity, shall be considered to be repaid. Claims of creditors that are not recognized by the liquidation commission are considered to be repaid if the creditor did not file a lawsuit in court, as well as claims that were denied to the creditor by a court decision.

Article 65. Insolvency (bankruptcy) of a legal entity.
1. A legal entity, with the exception of a state-owned enterprise, institution, political party or religious organization, may be declared insolvent (bankrupt) by a court decision.
The recognition of a legal entity as bankrupt by a court shall entail its liquidation.
2. Lost force.
3. The grounds for the court to declare a legal entity to be insolvent (bankrupt), the procedure for liquidating such a legal entity, and the order of satisfaction of creditors' claims shall be established by the law on insolvency (bankruptcy).

Article 66. Basic provisions on business partnerships and companies.
1. Economic partnerships and companies are recognized commercial organizations with divided into share (contributions) of the founders (participants) of the authorized (share) capital. The property created at the expense of the contributions of the founders (participants), as well as produced and acquired by the economic partnership or society in the process of its activity, belongs to it by right of ownership.
In cases stipulated by this Code, a business partnership may be created by one person, who becomes its sole participant.
2. Business partnerships may be created in the form of a full partnership and a limited partnership (limited partnership).
3. Business companies may be established in the form of a joint stock company, a company with limited or additional liability.
4. Individual entrepreneurs and (or) commercial organizations may be participants of full partnerships and full partners in partnerships of faith.
Citizens and legal entities can be participants of economic societies and investors in partnerships on faith.
State bodies and bodies of local self-government shall have the right to act as participants in economic societies and investors in partnerships in the faith, unless otherwise provided by law.
Financed by the owners of the institution may be participants of economic societies and investors in partnerships with the permission of the owner, unless otherwise provided by law.
The law may prohibit or restrict the participation of certain categories of citizens in economic partnerships and companies, with the exception of open joint-stock companies.
5. Business partnerships and companies may be founders (participants) of other business partnerships and companies, with the exception of cases stipulated by this Code and other laws.
6. Money, securities, other things or property rights or other rights that have a monetary value may be a contribution to the property of a business partnership or company.
The monetary assessment of the contribution of a participant in a business partnership is made by agreement between the founders (participants) of the company and, in cases provided for by law, is subject to independent expert verification.
7. Business partnerships, as well as limited and additional liability companies are not entitled to issue shares.

Article 67. Rights and obligations of participants in an economic partnership or company.
1. Participants in a business partnership or company may:
participate in the management of the affairs of the partnership or company, with the exception of cases provided for by paragraph 2 of article 84 of this Code and the law on joint-stock companies;
receive information about the activities of the partnership or company and get acquainted with its accounting books and other documentation in the manner prescribed by the constituent documents;
take part in the distribution of profits;
receive, in the event of liquidation of a partnership or company, a part of the property remaining after settlements with creditors, or its value.
Participants in a business partnership or company may also have other rights provided for by this Code, laws on business partnerships, or constituent documents of a partnership or company.
2. Participants in a business partnership or company must:
make contributions in the manner, amount, methods and terms, which are provided for by the constituent documents;
not to disclose confidential information about the activities of the partnership or company.
Participants in a business partnership or company may also bear other obligations provided for by its constituent documents.

Article 68. Transformation of business partnerships and companies.
1. Business partnerships and societies of one type may be transformed into business partnerships and societies of another type or into production cooperatives by decision of the general meeting of participants in the manner established by this Code.
2. When a partnership is transformed into a company, each full partner who has become a participant (shareholder) of a company shall, within two years, bear subsidiary liability with all his property for obligations transferred to the company from the partnership. The alienation by the former comrade of shares (stocks) belonging to him does not exempt him from such liability. The rules set forth in this clause shall apply accordingly when a partnership is transformed into a production cooperative.

Article 69. Basic provisions on a full partnership.
1. A partnership shall be recognized as full, the participants of which (full partners) in accordance with the agreement concluded between them are engaged in business activities on behalf of the partnership and are liable for its obligations with the property belonging to them.
2. A person may be a member of only one full partnership.
3. The firm name of a full partnership must contain either the names (titles) of all its participants and the words "general partnership", or the name (title) of one or several participants with the addition of the words "and the company" and the words "general partnership".

Article 70. Constituent agreement of a full partnership.
1. The general partnership is created and operates on the basis of the memorandum of association. The memorandum of association is signed by all its participants.
2. The foundation agreement of a full partnership must contain, in addition to the information specified in paragraph 2 of Article 52 of this Code, conditions on the size and composition of the partnership capital of the partnership; on the size and procedure for changing the shares of each of the participants in the pooled capital; about the size, composition, timing and order of their contributions; about the responsibility of participants for violation of obligations to make contributions.

Article 71. Management in full partnership.
1. Management of the activity of a full partnership is carried out by the general agreement of all participants. The partnership agreement may provide for cases when the decision is made by a majority vote of the participants.
2. Each participant of a full partnership has one vote, unless the constituent contract provides for another procedure for determining the number of votes of its participants.
3. Each participant in the partnership, regardless of whether he is authorized to conduct the affairs of the partnership, has the right to get acquainted with all the documentation on the conduct of affairs. Waiver of this right or its restriction, including by agreement of the participants of the partnership, is void.

Article 72. Conducting affairs of a full partnership.
1. Each participant of a full partnership has the right to act on behalf of the partnership, if the constituent agreement does not establish that all its participants conduct business jointly, or the business is entrusted to individual participants.
When jointly managing the partnership’s affairs by its participants, each transaction requires the consent of all participants of the partnership.
If the business of the partnership is entrusted to its participants by one or some of them, the remaining participants must have power of attorney from the participant (s) entrusted with the management of the partnership on behalf of the partnership.
In relations with third parties, the partnership does not have the right to refer to the provisions of the memorandum of association that restrict the powers of the participants of the partnership, unless the partnership proves that the third party knew or knowingly knew about the partnership’s absence at the time of the transaction. .

A legal entity that is the legal successor of a reorganized legal entity that participated in a full partnership has the right to enter into the partnership with the consent of its other participants, unless otherwise provided by the constituent partnership agreement.
Settlements with the heir (successor) who has not entered into the partnership shall be made in accordance with paragraph 1 of this article. The heir (successor) of a participant in a full partnership shall be liable for the obligations of the partnership to third parties, for which, in accordance with paragraph 2 of Article 75 of this Code, the retired participant would be liable, within the property of the retired participant of the partnership that has passed to him.
3. If one of the participants has left the partnership, the shares of the remaining participants in the share capital of the partnership respectively increase, unless otherwise provided by the memorandum of association or other agreement of the participants.
Article 79. Transfer of a participant's share in the share capital of a full partnership.
A participant of a full partnership has the right, with the consent of the rest of its participants, to transfer its share in the joint capital or its part to another participant of the partnership or to a third party.

When a share (part of a share) is transferred to another person, it is transferred to it in full or in the relevant part of the right belonging to the participant who transferred the share (part of the share). The person to whom the share is transferred (part of the share) shall be liable for the obligations of the partnership in the manner prescribed by the first paragraph of clause 2 of Article 75 of this Code.
The transfer of the entire share to another person by the participant of the partnership terminates his participation in the partnership and entails the consequences stipulated by paragraph 2 of Article 75 of this Code.
Article 80. Enforcement of a share of a participant in the share capital of a full partnership.

Levying a participant’s share in the share capital of a full partnership for the participant’s own debts is allowed only if there is a shortage of other property to cover the debts. The creditors of such a participant shall have the right to demand from the full partnership the separation of a part of the property of the partnership corresponding to the share of the debtor in the share capital in order to foreclose on this property. The part of the property of the partnership to be allocated or its value is determined by the balance sheet drawn up at the time when the creditors filed a claim for separation.
Levy of execution on the property corresponding to the participant’s share in the share capital of the full partnership shall terminate his participation in the partnership and entail the consequences stipulated by the second paragraph of clause 2 of Article 75 of this Code.
Article 81. Liquidation of a full partnership.
A full partnership shall be liquidated on the grounds specified in Article 61 of this Code, as well as in the case when a single participant remains in the partnership. Within six months from the time when he became the only participant in the partnership, such a member may convert such a partnership into a business partnership in the manner established by this Code.
A full partnership shall also be liquidated in the cases specified in clause 1 of Article 76 of this Code, unless the partnership’s constituent agreement or the agreement of the remaining participants provides that the partnership will continue its activities.

Article 82. Basic Provisions on the Partnership on Faith.
1. A partnership on trust (limited partnership) is recognized as a partnership in which, along with participants who carry out entrepreneurial activities on behalf of the partnership and are liable for their obligations with the property (full partners), there are one or more contributors (depositors) who bear the risk losses related to the activities of the partnership, within the limits of the amounts of the contributions made by them and do not participate in the implementation by the partnership of entrepreneurial activities.
2. The position of full partners participating in a limited partnership, and their responsibility for the obligations of the partnership shall be determined by the rules of this Code on the participants of a full partnership.

3. A person may be a full partner only in one limited partnership.
A participant in a full partnership may not be a full partner in a limited partnership.
A full partnership in a limited partnership cannot be a member of a full partnership.
4. The firm name of a limited partnership must contain either the names (titles) of all full partners and the words "limited partnership" or "limited partnership" or the name (title) of at least one full partner with the addition of the words "and company" and the words "partnership on faith" or "limited partnership".

If the name of the investor is included in the company name of the limited partnership, such investor becomes a full partner.
5. To the partnership on faith, the rules of this Code on a full partnership shall apply to the extent that this does not contradict the rules of this Code on a partnership on faith.
Article 83. The foundation agreement of a limited partnership.
1. The partnership on faith is created and operates on the basis of the memorandum of association. The memorandum of association is signed by all full partners.
2. The foundation agreement of a limited partnership must contain in addition to the information specified in paragraph 2 of Article 52 of this Code, conditions on the size and composition of the share capital of the partnership; on the amount and procedure for changing the shares of each of the full partners in the share capital; on the size, composition, terms and procedure for making contributions by them, their responsibility for violation of obligations to make contributions; about the total amount of contributions made by investors.
Article 84. Management in a limited partnership and the conduct of its affairs.
1. Management of the partnership on faith is carried out by full partners. The procedure for managing and conducting the affairs of such a partnership by its general partners is established by them according to the rules of this Code on a full partnership.

2. Investors shall not have the right to participate in the management and conduct of the business of a limited partnership, to act on its behalf otherwise than by proxy. They are not entitled to contest the actions of the general partners in the management and conduct of the affairs of the partnership.
Article 85. Rights and obligations of the investor of a limited partnership.
1. The contributor to a limited partnership is obligated to contribute to the share capital. The contribution is certified by a participation certificate issued by the partnership to the depositor.
2. The investor of a limited partnership has the right to:

1) to receive a part of the profit of the partnership due on its share in the joint capital in the manner provided for by the memorandum of association;
2) to get acquainted with the annual reports and balance sheets of the partnership;
3) at the end of the fiscal year, withdraw from the partnership and receive its contribution in the manner prescribed by the memorandum of association;

4) transfer its share in the share capital or its part to another investor or a third party. Investors shall have the right to purchase a share (its part), preferential to third parties, in relation to the conditions and procedure provided for by paragraph 2 of Article 93 of this Code. The transfer of the entire share to another person by the depositor shall terminate his participation in the partnership.
The foundation agreement of a limited partnership may also provide for other rights of the investor.
Article 86. Liquidation of a limited partnership.

1. The partnership on faith is liquidated upon the withdrawal of all the contributors participating in it. However, full partners have the right, instead of liquidation, to convert a partnership on faith into a full partnership.
A partnership on faith is also liquidated on the grounds of the liquidation of a full partnership (Article 81). However, a partnership on faith is preserved if at least one general partner and one contributor remain in it.
2. In the event of liquidation of a limited partnership, including in the event of bankruptcy, depositors shall have a preferential right over full partners to receive contributions from the partnership’s property remaining after satisfying the claims of its creditors.
The remaining property of the partnership is distributed between the general partners and investors in proportion to their shares in the share capital of the partnership, unless a different procedure is established by the memorandum of association or by agreement of full partners and investors.
Article 87. Basic provisions on a limited liability company.
1. A limited liability company is a company established by one or several persons, the authorized capital of which is divided into shares of the sizes specified by the constituent documents; participants of a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their contributions.
The participants of the company who have not fully contributed, bear joint and several liability for its obligations within the limits of the value of the unpaid part of the contribution of each of the participants.
2. The company name of a limited liability company must contain the name of the company and the words “limited liability company”.
3. The legal status of a limited liability company and the rights and obligations of its participants are determined by this Code and the law on limited liability companies.

Peculiarities of the legal status of credit institutions created in the form of limited liability companies, the rights and obligations of their participants are also determined by laws regulating the activities of credit organizations.
Article 88. Participants in a limited liability company.
1. The number of participants in a limited liability company must not exceed the limit established by the law on limited liability companies. Otherwise, it is subject to transformation into a joint stock company within a year, and upon expiration of this period - liquidation in a judicial order, if the number of its participants does not decrease to the limit established by law.

2. A limited liability company may not have as a sole participant another economic company consisting of one person.
Article 89. Constituent documents of a limited liability company.
1. The constituent documents of a limited liability company are the memorandum of association signed by its founders and the charter approved by them. If a company is established by one person, its constituent document is a charter.

2. The constituent documents of a limited liability company must contain in addition to the information specified in paragraph 2 of Article 52 of this Code, conditions on the size of the authorized capital of the company; about the size of shares of each of the participants; on the size, composition, terms and procedure for making contributions by them, on the responsibility of participants for violation of obligations on making contributions; on the composition and competence of the governing bodies of the company and the procedure for their decision-making, including issues that are decided unanimously or by a qualified majority of votes, as well as other information provided for by the law on limited liability companies.
Article 90. The authorized capital of a limited liability company.
1. The authorized capital of a limited liability company is made up of the value of the contributions of its participants.
The authorized capital determines the minimum amount of property of the company, guaranteeing the interests of its creditors. The size of the authorized capital of a company may not be less than the amount determined by the law on limited liability companies.
2. It is not allowed to release a participant of a limited liability company from the obligation to make a contribution to the authorized capital of the company, including by offsetting claims to the company, except as otherwise provided by law.
3. The authorized capital of a limited liability company must be paid at the time of registration of the company by its participants not less than half. The remaining unpaid part of the authorized capital of the company is subject to payment by its participants during the first year of the company. In case of violation of this duty, the company must either declare a decrease in its share capital and register its decrease in the established manner, or cease its activities through liquidation.
4. If at the end of the second or each subsequent fiscal year, the value of the net assets of a limited liability company is less than the authorized capital, the company shall announce a decrease in its authorized capital and register its decrease in the prescribed manner. If the value of the said assets of the company becomes less than the minimum statutory share capital, the company is subject to liquidation.
5. A decrease in the authorized capital of a limited liability company is allowed after notification of all its creditors. The latter shall have the right in this case to demand the early termination or fulfillment of the corresponding obligations of the company and compensation for their losses.

The rights and obligations of creditors of credit institutions established in the form of limited liability companies are also determined by laws governing the activities of credit organizations.
6. The increase in the authorized capital of the company is allowed after all the participants make contributions in full.
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 in cases provided for by the law on limited liability companies.

Article 92. Reorganization and liquidation of a limited liability company.
1. A limited liability company may be reorganized or liquidated voluntarily by the unanimous decision of its participants.
Other grounds for the reorganization and liquidation of the company, as well as the procedure for its reorganization and liquidation are determined by this Code and other laws.
2. A limited liability company has the right to transform itself into a joint-stock company or into a production cooperative.
Article 93. Transfer of a share in the authorized capital of a limited liability company to another person.
1. A participant in a limited liability company shall have the right to sell or otherwise transfer his share in the charter capital of the company or its part to one or several participants of the company.
2. A member of a company may alienate its share (its part) to third parties, unless otherwise provided by the company's charter.
Participants in a company enjoy the preferential right to purchase a participant’s share (or part thereof) in proportion to the size of their shares, unless a different procedure for exercising this right is provided for in the company's charter or by agreement of its participants. If the participants of the company do not exercise their preemptive right within a month from the date of notification or in another period provided for by the company's charter or agreement of its participants, the participant’s share may be alienated to a third party.
3. If, in accordance with the charter of a limited liability company, the alienation of a participant’s share (its part) to third parties is impossible, and other members of the company refuse to buy it, the company must pay the participant its actual value or give it in kind property corresponding to such value.

4. The share of a participant in a limited liability company may be alienated until its full payment only in the part in which it has already been paid.
5. In case of acquisition of a share of a participant (its part) by a limited liability company itself, it is obliged to sell it to other participants or third parties within the time and in the manner prescribed by the law on limited liability companies and constituent documents of the company, or reduce its share capital in accordance with paragraphs 4 and 5 of Article 90 of this Code.
6. Shares in the authorized capital of a limited liability company are transferred to the heirs of citizens and to the legal successors of legal entities that were members of the company, unless the constituent documents of the company stipulate that such a transition is allowed only with the consent of the other participants of the company. Refusal to consent to the transfer of a share entails the obligation of the company to pay the heirs (successors) of the participant its actual value or to give them property in kind for such value in the manner and conditions provided for by the law on limited liability companies and constituent documents of the company.
Article 94. Withdrawal of a participant in a limited liability company from a company.
A participant in a limited liability company is entitled to leave the company at any time, regardless of the consent of its other participants. At the same time, he must be paid the cost of a part of the property corresponding to his share in the authorized capital of the company in the manner, manner and within the time limits provided for by the law on limited liability companies and constituent documents of the company.
Article 95. Basic Provisions on Companies with Additional Liability.
1. A company with additional liability shall be recognized as a company established by one or several persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; the participants of such a company jointly and severally bear subsidiary liability for its obligations with their property in the same for all amount to the value of their contributions, determined by the constituent documents of the company. In case of bankruptcy of one of the participants, his responsibility for the company's obligations shall be distributed among the other participants in proportion to their contributions, unless a different procedure for the distribution of responsibility is provided for by the constituent documents of the company.
2. The company name of the additional liability company must contain the name of the company and the words “with additional liability”.
3. The rules of this Code on a limited liability company apply to a company with additional liability insofar as it is not otherwise provided for in this article.
Article 96. Basic Provisions on Joint-Stock Company.
1. A joint-stock company is a company whose authorized capital is divided into a certain number of shares; the participants of the joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their shares.
Shareholders who have not fully paid up the shares shall be jointly and severally liable for the obligations of the joint stock company within the unpaid part of the value of the shares owned by them.
2. The company name of the joint-stock company must contain its name and an indication that the company is joint-stock.
3. The legal status of a joint-stock company and the rights and obligations of shareholders shall be determined in accordance with this Code and the law on joint-stock companies.
The peculiarities of the legal status of joint-stock companies created by privatizing state and municipal enterprises are also determined by laws and other legal acts on the privatization of these enterprises.

Peculiarities of the legal status of credit institutions created in the form of joint-stock companies, the rights and obligations of their shareholders are also determined by laws regulating the activities of credit organizations.
Article 97. Open and closed joint stock companies.
1. A joint-stock company whose members may alienate their shares without the consent of other shareholders shall be recognized as an open joint-stock company. Such a joint-stock company has the right to conduct an open subscription to the shares issued by it and their free sale under the conditions established by law and other legal acts.
The open joint-stock company is obliged to annually publish for general information the annual report, balance sheet, profit and loss account.

2. A joint-stock company whose shares are distributed only among its founders or another predetermined circle of persons shall be recognized as a closed joint-stock company. Such a company may not conduct an open subscription to the shares issued by it or otherwise offer them for purchase to an unlimited number of persons.
Shareholders of a closed joint-stock company shall have the preemptive right to purchase shares sold by other shareholders of this company.
The number of participants of a closed joint-stock company must not exceed the number established by the law on joint-stock companies, otherwise it is subject to transformation into an open joint-stock company within a year, and upon expiration of this period - liquidation in a judicial order, if their number does not fall to the legal limit .
In cases stipulated by the law on joint-stock companies, a closed joint-stock company may be obliged to publish for general information the documents referred to in paragraph 1 of this article.
Article 98. Formation of a joint stock company.
1. The founders of a joint-stock company shall conclude an agreement between themselves defining the procedure for their joint activities to create a company, the size of the company's authorized capital, categories of issued shares and the procedure for their placement, as well as other conditions stipulated by the law on joint-stock companies.
The agreement on the creation of a joint stock company is in writing.
2. The founders of a joint-stock company are jointly and severally liable for obligations arising prior to the registration of the company.

The company is liable for the obligations of the founders related to its creation, only in the event of subsequent approval of their actions by the general meeting of shareholders.
3. The constituent document of a joint-stock company is its charter, approved by the founders.

The charter of a joint stock company, in addition to the information specified in paragraph 2 of Article 52 of this Code, must contain conditions on the categories of shares issued by the company, their nominal value and quantity; about the size of the authorized capital of the company; on the rights of shareholders; on the composition and competence of the governing bodies of the company and the procedure for making decisions by them, including on issues that are decided unanimously or by a qualified majority. The charter of a joint-stock company must also contain other information stipulated by the law on joint-stock companies.
4. The procedure for performing other actions to create a joint stock company, including the competence of the constituent assembly, is determined by the law on joint stock companies.
5. The specifics of creating joint-stock companies in the privatization of state and municipal enterprises are determined by laws and other legal acts on the privatization of these enterprises.
6. A joint stock company may be created by one person or consist of one person in the event that one shareholder acquires all shares of the company. Information about this should be contained in the company's charter, to be registered and published for general information.

A joint stock company may not have as a sole participant another economic company consisting of one person.
Article 99. The authorized capital of the company.
1. The authorized capital of a joint stock company is made up of the nominal value of shares of the company acquired by shareholders.
The authorized capital of a company determines the minimum amount of property of a company guaranteeing the interests of its creditors. It may not be less than the amount stipulated by the law on joint-stock companies.
2. A shareholder shall not be exempted from the obligation to pay for the company's shares, including his release from this obligation by offsetting claims to the company.
3. Public subscription for shares of a joint-stock company is not allowed until full payment of the share capital. When establishing a joint stock company, all its shares must be distributed among the founders.
4. If at the end of the second and each subsequent fiscal year the cost of the company's net assets is less than the authorized capital, the company must declare and register, in the established manner, a decrease in its authorized capital. If the value of the said assets of the company becomes less than the minimum statutory share capital (paragraph 1 of this article), the company is subject to liquidation.

5. The law or the company's charter may establish restrictions on the number, total nominal value of shares or the maximum number of votes belonging to one shareholder.
Article 100. Increase of the authorized capital of a joint-stock company.
1. A joint stock company may, by decision of the general meeting of shareholders, increase the authorized capital by increasing the nominal value of shares or issuing additional shares.
2. An increase in the authorized capital of a joint-stock company is allowed after its full payment. An increase in the authorized capital of the company to cover the losses it has suffered is not allowed.
3. In cases provided for by the law on joint-stock companies, the company's charter may establish the preemptive right of shareholders owning ordinary (ordinary) or other voting shares to purchase shares additionally issued by the company.
Article 101. Reduction of the authorized capital of a joint-stock company.
1. A joint-stock company may, by decision of the general meeting of shareholders, reduce the authorized capital by reducing the nominal value of shares or by buying a part of shares in order to reduce their total number.

Reduction of the authorized capital of the company is allowed after notification of all its creditors in the manner determined by the law on joint-stock companies. At the same time, the company's creditors have the right to demand the early termination or performance of the relevant obligations of the company and compensation for their losses.
The rights and obligations of creditors of credit institutions created in the form of joint-stock companies are also determined by laws regulating the activities of credit organizations.
2. A reduction in the authorized capital of a joint-stock company through the purchase and redemption of a part of shares is allowed, if such a possibility is provided for in the company's charter.
Article 102. Restrictions on the issue of securities and the payment of dividends of a joint-stock company.
1. The share of preferred shares in the total amount of the authorized capital of a joint-stock company shall not exceed twenty-five percent.
2. A joint stock company is entitled to issue bonds only after full payment of the authorized capital.
The nominal value of all bonds issued by a joint-stock company must not exceed the size of the authorized capital of the joint-stock company and (or) the amount of security provided to the company for these purposes by third parties. In the absence of collateral provided by third parties, the issuance of bonds is allowed no earlier than the third year of existence of the joint-stock company and subject to proper approval of the company's annual balance sheets for the two completed fiscal years. These restrictions do not apply to issues of mortgage-backed bonds and in other cases stipulated by the securities laws.
3. A joint stock company is not entitled to declare and pay dividends:
until full payment of the entire share capital;
if the value of the net assets of the joint-stock company is less than its authorized capital and reserve fund or becomes less than their size as a result of the payment of dividends.
Article 103. Management in a joint-stock company.

1. The supreme governing body of a joint stock company is the general meeting of its shareholders.
The exclusive competence of the general meeting of shareholders includes:
1) changes in the company's charter, including changes in the size of its share capital;
2) election of members of the board of directors (supervisory board) and the audit committee (auditor) of the company and early termination of their powers;
3) the formation of the executive bodies of the company and the early termination of their powers, if the company's charter does not address these issues within the competence of the board of directors (supervisory board);
4) approval of annual reports, balance sheets, accounts of profits and losses of the company and the distribution of its profits and losses;
5) the decision on the reorganization or liquidation of the company.

The Law on Joint Stock Companies may also refer other matters to the exclusive competence of the general meeting of shareholders.
Issues referred by law to the exclusive competence of the general meeting of shareholders cannot be transferred to them for the decision of the executive bodies of the company.
2. In a company with more than fifty shareholders, a board of directors (supervisory board) is created.
In the case of the creation of a board of directors (supervisory board), the company's charter in accordance with the law on joint-stock companies should define its exclusive competence. Issues attributed by the charter to the exclusive competence of the board of directors (supervisory board) cannot be referred to them by the executive bodies of the company.

3. The executive body of a company may be collegial (board, directorate) and (or) sole (director, general director). He carries out the current management of the company and is accountable to the board of directors (supervisory board) and the general meeting of shareholders.
The competence of the executive body of the company includes the resolution of all issues that do not constitute the exclusive competence of other bodies of the company's management, defined by the law or the company's charter.
By decision of the general meeting of shareholders, the powers of the executive body of the company may be transferred under a contract to another commercial organization or to an individual entrepreneur (manager).
4. The competence of the management bodies of the joint-stock 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 joint-stock companies and the company's charter.
5. A joint-stock company, obliged in accordance with this Code or a law on joint-stock companies to publish for public information the documents referred to in paragraph 1 of Article 97 of this Code, to verify and confirm the correctness of the annual financial statements annually involve a professional auditor who is not connected by property interests with society or its participants.

An audit of the joint-stock company’s activities, including those not obligated to publish for general information the said documents, must be carried out at any time upon the request of shareholders, whose cumulative share in the authorized capital is ten or more percent.
The procedure for conducting audits of the joint-stock company is determined by law and the company's charter.
Article 104. Reorganization and liquidation of a joint-stock company.
1. A joint stock company may be reorganized or liquidated voluntarily by decision of the general meeting of shareholders.
Other grounds and procedure for reorganization and liquidation of a joint-stock company are determined by this Code and other laws.
2. A joint-stock company has the right to transform itself into a limited liability company or a production cooperative, as well as a non-profit organization in accordance with the law.
Article 105. Affiliated economic society.

1. A business company is recognized as a subsidiary if another (main) business company or partnership, by virtue of its predominant participation in its share capital, or in accordance with the agreement concluded between them, or otherwise has the ability to determine the decisions made by such a company.
2. A subsidiary is not liable for the debts of the main company (partnership).
The main company (partnership), which has the right to give a subsidiary, including under a contract with it, binding instructions for it, is jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions.
In the event of insolvency (bankruptcy) of a subsidiary due to the fault of the main company (partnership), the latter bears subsidiary liability for its debts.
3. The participants (shareholders) of a subsidiary company shall have the right to demand compensation by the main company (partnership) for losses incurred due to its fault to a subsidiary company, unless otherwise provided by the laws on business entities.
Article 106. Dependent economic company.
1. A business company is recognized as dependent if another (dominant, participating) company has more than twenty percent of the voting shares of a joint-stock company or twenty percent of the authorized capital of a limited liability company.
2. An economic company that has acquired more than twenty percent of the voting shares of a joint-stock company or twenty percent of the authorized capital of a limited liability company is obliged to immediately publish this information in the manner prescribed by the laws on business societies.

1) change of the charter of the cooperative;
2) the formation of the supervisory board and the termination of the powers of its members, as well as the formation and termination of the powers of the executive bodies of the cooperative, if this right under the charter of the cooperative is not transferred to its supervisory board;
3) admission and exclusion of members of the cooperative;
4) approval of annual reports and balance sheets of a cooperative and distribution of its profits and losses;
5) the decision on the reorganization and liquidation of the cooperative.
The law on production cooperatives and the charter of a cooperative may also refer the decision of other issues to the exclusive competence of the general meeting.
Issues assigned to the exclusive competence of the general meeting or the supervisory board of the cooperative cannot be transferred by them to the decision of the executive bodies of the cooperative.
4. A member of a cooperative shall have one vote in making decisions by the general meeting.
Article 111. Termination of membership in a production cooperative and transfer of a share.
1. A member of a cooperative is entitled, at his discretion, to leave the cooperative. In this case, he must be paid the value of the share or the property that corresponds to his share is given out, as well as made other payments provided for by the charter of the cooperative.

The payment of the share value or the issue of other property to the member leaving the cooperative is made at the end of the fiscal year and the balance sheet of the cooperative is approved, unless otherwise provided by the charter of the cooperative.
2. A member of a cooperative may be excluded from a cooperative by decision of the general meeting in the event of non-fulfillment or improper performance of the duties assigned to him by the charter of the cooperative, as well as in other cases stipulated by the law and the charter of the cooperative.
A member of the supervisory board or executive body may be expelled from the cooperative by decision of the general meeting in connection with its membership in a similar cooperative.
A member of a cooperative excluded from it has the right to receive a share and other payments provided for by the charter of the cooperative, in accordance with paragraph 1 of this article.

3. A member of a cooperative shall have the right to transfer his share or part of it to another member of the cooperative, unless otherwise provided by law and the charter of the cooperative.
The transfer of a share (its part) to a citizen who is not a member of a cooperative is allowed only with the consent of the cooperative. In this case, other members of the cooperative enjoy the preemptive right to purchase such a unit (its part).
4. In the event of the death of a member of a production cooperative, his heirs may be accepted as members of a cooperative, unless otherwise provided by the charter of the cooperative. Otherwise, the cooperative pays to the heirs the value of the share of the deceased member of the cooperative.
5. Levy of execution on the share of a member of a production cooperative on the own debts of a member of a cooperative is allowed only if there is a shortage of other property to cover such debts in the manner prescribed by law and the charter of the cooperative. Recovery of debts of a member of a cooperative may not be applied to the indivisible funds of a cooperative.
Article 112. Reorganization and liquidation of production cooperatives.
1. A production cooperative may be voluntarily reorganized or liquidated by decision of the general meeting of its members.

Other grounds and procedure for the reorganization and liquidation of the cooperative are determined by this Code and other laws.
2. A production cooperative may be transformed by a unanimous decision of its members into a business partnership or company.
Article 113. Unitary enterprise.
1. A unitary enterprise is a commercial organization that is not endowed with the right of ownership of the property assigned to it by the owner. The property of a unitary enterprise is indivisible and cannot be distributed among deposits (shares, shares), including among employees of the enterprise.

The charter of a unitary enterprise must contain, in addition to the information specified in paragraph 2 of Article 52 of this Code, information on the subject and purpose of the enterprise, as well as on the size of the authorized capital of the enterprise, the procedure and sources for its formation, with the exception of state-owned enterprises.
In the form of unitary enterprises, only state and municipal enterprises can be created.
2. The property of a state or municipal unitary enterprise is respectively in state or municipal ownership and belongs to such an enterprise on the right of economic management or operational management.
3. The firm name of the unitary enterprise must contain an indication of the owner of its property.
4. The body of a unitary enterprise is the head, who is appointed by the owner or the body authorized by the owner and is accountable to them.

5. A unitary enterprise shall be liable for its obligations with all property belonging to it.
A unitary enterprise is not liable for the obligations of the owner of its property.
6. The legal status of state and municipal unitary enterprises is determined by this Code and the law on state and municipal unitary enterprises.
Article 114. Unitary enterprise based on the right of economic management.

1. A unitary enterprise based on the right of economic management is created by the decision of an authorized state body or local self-government body.
2. The constituent document of an enterprise based on the right of economic management is its charter approved by the authorized state body or local self-government body.
3. The size of the authorized fund of an enterprise based on the right of economic management may not be less than the amount determined by the law on state and municipal unitary enterprises.
4. The procedure for forming the authorized capital of an enterprise based on the right of economic management is determined by the law on state and municipal unitary enterprises.
5. If at the end of a fiscal year the value of the net assets of an enterprise based on the right of economic management turns out to be less than the size of the authorized capital, the body authorized to create such enterprises is obliged to reduce the statutory fund in the prescribed manner. If the value of net assets becomes less than the amount determined by law, the company can be liquidated by a court decision.
6. In the event a decision is made to reduce the authorized capital, an enterprise is obliged to notify its creditors in writing.
The creditor of the enterprise has the right to demand the termination or early performance of the obligation, the debtor of which is the enterprise, and compensation for damages.
7. The owner of the property of the enterprise, based on the right of economic management, shall not be liable for the obligations of the enterprise, except for the cases provided for by paragraph 3 of article 56 of this Code. This rule also applies to the responsibility of the enterprise that established the subsidiary for the obligations of the latter.

Article 115. Unitary enterprise based on the right of operational management.
1. In the cases and in the manner prescribed by the law on state and municipal unitary enterprises, a unitary enterprise may be created on the basis of state or municipal property on the right of operational management (state-owned enterprise).
2. The constituent document of a state-owned enterprise is its charter, approved by an authorized state body or local self-government body.
3. The firm name of a unitary enterprise, based on the right of operational management, must contain an indication that such an enterprise is state-owned.
4. The rights of a state-owned enterprise to the property assigned to it are determined in accordance with Articles 296 and 297 of this Code and the law on state and municipal unitary enterprises.
5. The owner of the property of a state-owned enterprise bears subsidiary liability for the obligations of such an enterprise if its property is insufficient.
6. A state-owned enterprise may be reorganized or liquidated in accordance with the law on state and municipal unitary enterprises.
Article 116. Consumer cooperative.
1. Consumer cooperative is a voluntary association of citizens and legal entities on the basis of membership in order to meet the material and other needs of participants, carried out by combining property shares by its members.
2. The charter of a consumer cooperative must contain, in addition to the information specified in paragraph 2 of Article 52 of this Code, conditions on the size of share contributions of the members of the cooperative; on the composition and procedure for making share contributions by members of the cooperative and on their responsibility for violation of the obligation to make share contributions; on the composition and competence of the governing bodies of the cooperative and the procedure for making decisions by them, including on issues that are decided unanimously or by a qualified majority; on the procedure for covering the losses incurred by the cooperative members.
3. The name of the consumer cooperative should contain an indication of the main purpose of its activities, as well as the word "cooperative", or the words "consumer union" or "consumer society".
4. Members of the consumer cooperative are required within three months after the approval of the annual balance to cover the resulting losses by additional contributions. In the event that this obligation is not fulfilled, the cooperative may be liquidated in a court of law at the request of creditors.
The members of the consumer cooperative jointly and severally bear subsidiary liability for its obligations within the unpaid part of the additional contribution of each of the members of the cooperative.
5. Income received by a consumer cooperative from business activities carried out by the cooperative in accordance with the law and the statute shall be distributed among its members.
6. The legal status of consumer cooperatives, as well as the rights and obligations of their members shall be determined in accordance with this Code by the laws on consumer cooperatives.

Article 117. Public and religious organizations (associations).
1. Public and religious organizations (associations) are voluntary associations of citizens, in a manner established by law, united on the basis of their common interests to satisfy spiritual or other intangible needs.
Public and religious organizations are non-profit organizations. They are entitled to carry out entrepreneurial activities only to achieve the goals for which they were created, and corresponding to these goals.
2. Participants (members) of public and religious organizations do not retain the rights to the property transferred by them to these organizations, including membership fees. They are not liable for the obligations of public and religious organizations in which they participate as their members, and these organizations are not liable for the obligations of their members.
3. The specifics of the legal status of public and religious organizations as participants in relations regulated by this Code are determined by law.
Article 118. Funds.
1. For the purposes of this Code, a foundation is a non-profit non-profit organization established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially beneficial purposes.
The property transferred to the foundation by its founders (founder) is the property of the foundation. The founders are not liable for the obligations of the fund created by them, and the fund is not liable for the obligations of its founders.
2. The Fund uses the property for the purposes defined in its charter. The Foundation has the right to engage in business activities necessary to achieve socially useful goals for which the foundation was created, and corresponding to these goals. In order to carry out entrepreneurial activities, the funds are entitled to create business entities or participate in them.
The Foundation is obliged to annually publish reports on the use of its property.

3. The procedure for managing the fund and the formation of its bodies are determined by its charter, approved by the founders.
4. The charter of the fund, in addition to the information specified in paragraph 2 of Article 52 of this Code, must contain: the name of the fund, including the word "fund", information about the purpose of the fund; instructions on the foundation’s bodies, including the board of trustees, overseeing the foundation’s activities, the procedure for appointing and releasing the officials of the foundation, the location of the foundation, and the fate of the foundation’s assets in case of its liquidation.
Article 119. Amendment of the charter and liquidation of the fund.
1. The charter of a fund may be changed by the bodies of the fund if the charter provides for the possibility of changing it in such a manner.

If preserving the statute unchanged has consequences that could not be foreseen when the foundation was established, and the possibility of changing the charter is not provided or the charter is not changed by authorized persons, the right to make changes belongs to the court at the request of the foundation’s bodies or body authorized to supervise its activities .
2. The decision on the liquidation of the fund may be taken only by the court at the request of interested parties.
The fund may be liquidated:

1) if the property of the fund is not enough for the realization of its goals and the probability of obtaining the necessary property is unrealistic;
2) if the goals of the foundation cannot be achieved, and the necessary changes to the objectives of the foundation cannot be made;
3) in case of evasion of the fund in its activities from the goals stipulated by the charter;
4) in other cases provided by law.
3. In the event of the liquidation of a fund, its property remaining after the satisfaction of creditors' claims is directed to the purposes specified in the charter of the fund.
Article 120. Institutions.
1. An institution shall be recognized as an organization created by the owner to carry out managerial, socio-cultural or other functions of a non-commercial nature and financed in full or in part by him.

The rights of the institution to the property assigned to it are determined in accordance with Article 296 of this Code.
2. The institution shall be liable for its obligations with the funds at its disposal. In case of their insufficiency, the owner of the relevant property bears subsidiary responsibility for its obligations.
3. The peculiarities of the legal status of certain types of state and other institutions are determined by law and other legal acts.
Article 121. Associations of legal entities (associations and unions).
1. Commercial organizations in order to coordinate their business activities, as well as to represent and protect common property interests, may create associations in the form of associations or unions, which are non-profit organizations, by agreement among themselves.
If, by decision of the participants, an entrepreneurial activity is imposed on the association (union), such an association (union) is transformed into a business partnership or partnership in the manner provided for in this Code, or it may establish a business partnership for business activities or participate in such a society.
2. Public and other non-profit organizations, including institutions, may voluntarily unite in associations (unions) of these organizations.
The association (union) of non-profit organizations is a non-profit organization.
3. Members of an association (union) retain their independence and the rights of a legal entity.

4. The association (union) is not responsible for the obligations of its members. Members of an association (union) shall bear subsidiary liability for its obligations in the amount and in the manner prescribed by the constituent documents of the association.
5. The name of the association (union) must contain an indication of the main subject of activity of its members with the inclusion of the word “association” or “union”.
Article 122. Constituent documents of associations and unions.
1. The constituent documents of an association (union) are the memorandum of association, signed by its members, and the charter approved by them.
2. The constituent documents of the association (union) must contain, in addition to the information specified in paragraph 2 of Article 52 of this Code, the terms of the composition and competence of the governing bodies of the association (union) and the procedure for their decision-making, including issues that are decided unanimously or by a qualified majority of votes of the members of the association (union), and on the procedure for distributing property remaining after the liquidation of the association (union).
Article 123. Rights and obligations of members of associations and unions.
1. Members of an association (union) shall have the right to use its services free of charge.

2. A member of an association (union) may, at its discretion, withdraw from the association (union) at the end of a fiscal year. In this case, he bears subsidiary liability for the obligations of the association (union) in proportion to his contribution within two years from the date of withdrawal.
A member of an association (union) may be excluded from it by decision of the remaining participants in the cases and in the manner established by the constituent documents of the association (union). Regarding the responsibility of an excluded member of an association (union), the rules relating to exit from an association (union) apply.
3. With the consent of the members of the association (union) a new member can enter it. The entry into the association (union) of a new participant may be due to its subsidiary responsibility for the obligations of the association (union) that arose before its entry.
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