1. Management of permanent partnerships and partnerships is carried out in accordance with the procedure established by Articles 71 and 84 of this Code.
2. Before the guilt, the competence of illegal gatherings of participants in the sovereign partnership in the order of meals prescribed in paragraph 2 of Article 65.3 of this Code lies with:
1) change in the size of the statutory capital of the partnership, which is not otherwise provided for by the laws on state partnerships;
2) making a decision on the re-transfer of a single-party partnership body to another state-owned partnership (carrying organization) or an individual enterprise (kerivnik), as well as confirming such a supporting organization ії or with such a strong agreement with such a strong organization, or with such a strong agreement, as the statute of a partnership has been decided food assignments do not fall within the competence of the collegial management body of the partnership (clause 4 of Article 65.3);
3) division of profits and earnings of the estate.
3. When accepting the participants of the Gospodar's partnership in secret, the decisions and warehouse of the participants of the partnership who were present at their acceptance are confirmed by:
1) a public joint-stock partnership of a special kind, which maintains a register of shareholders of such a partnership and carries out the functions of the treatment commission (clause 4 of Article 97);
2) a non-public joint stock partnership by notarial certification or certification by a person who maintains the register of shareholders of such a partnership and the relevant functions of the treatment committee;
3) partnerships with a high level of notarial certification, or another method (signing of the protocol by all participants or some of the participants; with a variety of technical features that allow reliable installation and the fact of praising the decision; in any other way that is not in accordance with the law) not transferring the statute of such a partnership to decisions ceremonial gatherings of the participants of the partnership, we will accept the participants of the partnership unanimously.
4. A partnership with a shared responsibility for verifying and confirming the correctness of river accounting (financial) reports has the right, and in cases required by law, it is imperative to obtain an auditor who is not bound by the mines their interests from the partnership and its participants (external audit). Such an audit can also be carried out for the benefit of each participant in the partnership.
5. A joint stock company, in order to verify and confirm the correctness of its accounting (financial) information, may quickly obtain an auditor who is not bound by the main interests of the partnership or its participants.
In cases and in accordance with the law, the statute of a partnership, an audit of the accounting (financial) information of a joint-stock partnership may be carried out for the benefit of shareholders, the total number of which in the statutory capital of a joint-stock partnership is ten or more six hundred
On June 01, 2014, Article 67.1 of the Civil Code of the Russian Federation (DC RF) came into force. Subject to this article welcome ceremonial gatherings of participants in the Gospodar's partnership decisionі warehouse of present participants partnership Please confirm specially certified persons (notary and registrar). For partnerships with a limited area of responsibility, it is possible to formalize decisions on secret gatherings of participants without the participation of third parties.
In this article, we look at the specifics of the practical statement of clause 3 of Article 67.1 of the Central Committee of Ukraine, which participants encountered in the first month of this article.
It is possible to accurately change the shape of the circuit.
This new thing, which became known already this summer, did not stir up the heat of the Russian entrepreneurs. Alas, as is the case, on a large scale, no one will fly in without doing anything, relying on the “Russian maybe”.
At the same time, non-public shareholder partnerships were lost, which maintained the register of shareholders independently until 01.10.2014. Such partnerships are small and after 09/01/2014 they are faced with two problems - contacting the registrar and facing the fact that the decisions now cannot be formalized in the first order.
It is clear that notaries and registrars, knowing the complexity of the introduced norm, will raise prices and start making money on it. With the existence of non-public joint stock partnerships, competition emerges between them, which can balance the severity of the actions enacted by Clause 3 of Article 67.1 of the RF Duty Code.
For the first time in our lives, clause 3 of Art. 67 Central Committee of Ukraine having released List Bank of Russia for joint stock companies: “The decision will be made that the shareholders who took part in the final gatherings will be confirmed by the fact that the current register of shareholders of the joint stock company will be subject to treatment with a medicinal coma. this, as established by paragraph 4 of Article 56 of Law No. 208-FZ. ... it is possible, as established by subparagraphs 1 and 2 of paragraph 3 of Article 67.1 of the Central Committee of Ukraine, not to stagnate when a decision is made by one shareholder, who owns all the shares of the joint-stock partnership.”
The life of joint stock partnerships, which consist of one shareholder, has suddenly become easier.
In practice, the participants ran into a problem when approaching the notary. Undeterred by the fact that 01.09.2014 Article 67.1 of the Central Committee of the Russian Federation came into force, the notaries asked to bring them the text of this article and said with wonder that they did not know about such a article and had no idea how to register such protocols . Instead of confirming the participants' acceptance of the decision and the presence of the participants, the notaries were asked to verify the signatures of the participants on the protocols, so that they could continue to act in the official regime.
Other notaries have decided to write down, for example, declarations of partnerships with limited responsibility for the tax authorities behind the protocols of secret gatherings of participants, drawn up in a way that includes the participation of a notary.
There have been notices on the websites of some registries that they are ready to accept applications for confirmation of the award and the release will be announced after additional processing. There is currently no more detailed information available to assist in making registration decisions for joint stock companies.
In this manner, at the moment:
- partnerships that consist of one participant/shareholder, live calmly and make decisions in the regime that is most important to you;
- partnerships with an interconnected relationship that consist of 2 or more participantsmake changes to the statute, which include notarial confirmation of the decision, but are intended to speed up the right of unanimous decision-making (clause 3, clause 3, article 67.1 of the Central Committee of Ukraine), which does not include the notary's notary registration I have not declared for the filing authorities for the protocol , such an application has been filed against the victor;
- the new self has become lessnon-public joint stock partnerships with two or more shareholdersThey will have to choose:
- who to contact, the registry office or notary,
- contact the registrar and the notary (the first will be a medical committee, the other will confirm the praised decision), which would be an outlet for notaries in case of a praised decision in the form of absentee voting;
- transfer the shares to one shareholder - a foreign legal entity and raise the level of participation of participants;
- Or transform it into a partnership with limited responsibility.
Many non-public joint stock companies have chosen the last option for themselves.
Unfortunately, notaries are not yet ready to accept the function laid down by them in paragraph 3 of Article 67.1 of the RF DC. In addition, in addition to these norms, notaries can be well versed in corporate law and ensure that a decision is made, and not just be aware of the participation of participants/shareholders in elections and/or ensure their signatures on protocols.
In our opinion, certificates and other third parties are not required for participants/shareholders when making a decision. For the sake of their responsibility, they are responsible for independently developing ways to protect themselves from “raider depredations” and introduce them to the status of matrimony. Article 67.1 of the Central Committee of the Russian Federation could be dispositive, which shows the defense’s ability to accept decisions by unauthorized persons. The imperative nature of clause 3 of Article 67.1 of the House of Culture of the Russian Federation added new expenses to the budget items of partnerships, changing the profits of the shareholders themselves who were trying to steal. Companies that have adopted this norm will begin implementing ways to “circumvent” this statute or not.
1. List of Bank of Russia dated September 18, 2014. No. 06-52/6680 “About food activities related to the statutory provisions of the Federal Law dated 05/05/2014. No. 99-FZ “On introducing changes to Chapter 4 of the first part of the Civil Code of the Russian Federation and on the recognition of those who have lost their dignity, in addition to the provisions of legislative acts of the Russian Federation”, behind the text of the names “List Bank y".// http://www. garant.ru/products/ipo/prime/doc/70621624/
2. ASSISTANCE with the notary's approval of the secret collection of the participants of the sovereign partnership and the warehouse of the partnership participants who were present at his acceptance, the text is referred to as “FNP Assistance.”
3. Amendments to the Civil Code of the Russian Federation and the new importance of notaries//http://www.notariat.ru/news/law/12547/
On June 1, 2014, Article 67.1 (clause 3) of the Civil Code of the Russian Federation (hereinafter referred to as the Central Committee of Ukraine) established the procedure for confirming the acceptance of secret elections of participants of the gospodar's partnership for the decision and warehouse of the participants of the partnership, present They will be accepted upon arrival.
Subject to paragraph 3 of Article 67.1 of the Civil Code of the Russian Federation, the decision and warehouse of the partnership participants, who were present at the time of their acceptance, are confirmed by a notarial certification process or a special certification. This is how the register of shareholders of such a partnership is maintained and the unique functions of the treatment committee of a non-public joint stock partnership ; for a partnership with interchangeable validity, or another method (signing the protocol by all participants or some of the participants; with a variety of technical features that allow you to reliably establish the fact that a decision has been made; and in any way that is not in accordance with the law) is not conveyed by the statute of such a partnership or to the decisions of the secret gatherings of the participants of the partnership , we will accept the participants of the partnership unanimously.
Notarial certification of the significance of facts ceases to be binding, for all types of legal forms of government partnerships there is an alternative to their notarial certification.
At the same time, it is possible for a notarial confirmation of a decision to be made to the governing body of a legal entity to ensure the legality and reliability of the relevant decision (the date of approval of the decision that is being replaced). Provisions confirmed by a notary during the formal notarial act (continuity, within the framework of Article 67.1 of the RF Civil Code) do not require proof.
In connection with this, the role of the notary in the case of confirmed acceptance of the participants of the partnership is decided by the secret collection of the participants of the partnership, who were present at his acceptance, and an additional guarantee of the protection of the legal entity against falsification making a decision to the governing body, as well as an effective way to combat “raiding”.
The notarial act for the final acceptance of the secret collection of the participants of the partnership is decided upon and the warehouse of the participants of the partnership who were present at its acceptance is carried out by a notary according to the rules established by the Fundamentals of Legislation of the Russian Federation about but Tariat (hereinafter - Basics). The notarial act can be carried out by any notary within the boundaries of the notarial district in which the collection of participants in the sovereign partnership is carried out (statutes 13, 40 Fundamentals).
The procedure for performing a notarial act as soon as the decision is confirmed to the governing body of the legal entity is transferred to Chapter XX.3. The decision is confirmed to the governing body of the legal entity.
It is necessary to note that the confirmation of the validity of the signature on the protocol of the secret meetings of the Gospodar's partnership cannot be considered as confirmation of the acceptance of the secret meetings of the partnership decided by the warehouse of the participants who were present at the time of this accept it. In this case, it is possible to verify the validity of the signature of the partnership participants on the protocol of official meetings of the partnership participants with the same responsibility, as this method of election by the partnership participants is an alternative way of confirming the receipt The validity of the adopted decision is consistent with subparagraph 3 of paragraph 3 of Article 67.1 of the Central Committee of the Russian Federation.
To carry out this notarial act, the notary is required to be especially present at the time of the collection (at the place where the collection is taking place). Coming from the literal blurring of Statute 67.1 of the Central Committee of Ukraine and Statute 103.10 Fundamentals, a notary cannot recognize the secret collection of partnership participants in decisions and warehouses of partnership participants who were present at his acceptance, as The best solution has been found in the form of absentee voting.
In addition, according to Article 39 of the Federal Law dated 02/08/1998 No. 14-FZ “On partnerships with interconnected responsibility”, a partnership that consists of one participant, decided on food, which falls within the competence of galley gatherings of participants of the partnership are accepted by a single participant of the partnership uniformly and formalized in writing. In essence, the norm is similar to paragraph 3 of Article 47 of the Federal Law dated December 26, 1995 No. 208-FZ “On Joint Stock Partnerships”, whereby all shares of a partnership belong to one the shareholder has decided on what to eat before The competencies of the secret meetings of shareholders, which are accepted by the shareholder uniformly and are formalized in writing. For such situations, with the assurance that, by virtue of paragraph 3 of Article 67.1 of the Central Committee of Ukraine, the notary will confirm the very legal facts of the acceptance of the secret elections of the Gospodar's Association and the warehouse of the participants who were present at its acceptance, the decision The actions of a single participant or shareholder of the partnership are not notarized.
It is also necessary to note that behind-the-scenes collections can be carried out at a designated notary office in the event that the informed participants (shareholders) have indicated the address of the notary office, as well as which is not protected by the partnership statute. In this case, secret meetings can be held directly in a notary's office, regardless of the entry into the other place of holding, due to the presence of all participants (shareholders) at the meetings.
Subject to Article 103.10 Fundamentally, the notary, upon establishing the fact that a decision has been accepted by the governing body, verifies the legality of the legal entity, assigns the competence of the governing body of the legal entity to make the decision; the presence of a quorum at the meetings or meetings and at the support of the votes submitted by the treatment committee or another person authorized to support the votes; the presence of a necessary number of votes for the approval of a decision is subject to the legislation and statutory documents of a legal entity.
In addition, by confirming the warehouse of the participants (members) to the governing body of the legal entity that was present when the decision was made, the notary public for the requirement of corresponding documents establishes their identity, again marriage, as well as their right to participate in elections or meetings.
Please note that the notary does not verify the following procedure for collecting fees. Also, during the execution of the so-called notarial deed, the notary does not verify the legality of the decision adopted at the official meetings and does not change the function of the treatment commission, so it does not confirm the the reliability of the data provided by the treatment committee about the voting results.
Thus, within the framework of this notarial process, the notary will attest only two legal facts - the acceptance of secret meetings of the partnership and the warehouse of the participants who were present at its acceptance. In this case, the notary can evaluate both positively and negatively the decision in accordance with the procedure for the collection.
The notary cannot verify the fact of the praise of a decision, the worthlessness of which is obvious to the notary. The fundamental reasons for futility are determined by Article 181.5 of the Central Committee of Ukraine. So, since it is not otherwise provided by law, the decision of the collection is useless once again, as it is: accept food that is not included until the day, due to the fact that all participants of the same civil law took part in the collection sleepiness; taken to indicate that a quorum is required; accepted for nutrition, which does not fall within the competence of collections; learn the basics of law and order and morality. In these cases, the notary determines that the notarial act performed is in accordance with the law (Article 48 of the Fundamentals).
The result of this notarial act is the issuance of a document - a certificate of confirmation of the fact of acceptance of a decision by the governing body of a legal entity and of the participants (members) of this body who were present at the acceptance. new decision. The only way to confirm the certificate is a notary who is present at the meetings.
The amount of the notary fee for confirming decisions to the governing body of a legal entity is established in Article 22.1 (clause 12.7 of part 1). The basis is 3000 rubles per year of presence of a notary at a meeting of the relevant body.
Material provided by the site notariat.ru
Civil Code of the Russian Federation Article 67.1. Features of management and control in government partnerships and partnerships
2. Before the guilt, the competence of illegal gatherings of participants in the sovereign partnership in the order of meals prescribed in paragraph 2 of Article 65.3 of this Code lies with:
1) change in the size of the statutory capital of the partnership, which is not otherwise provided for by the laws on state partnerships;
2) making a decision on the re-transfer of a single-party partnership body to another state-owned partnership (carrying organization) or an individual enterprise (kerivnik), as well as confirming such a supporting organization ії or with such a strong agreement with such a strong organization, or with such a strong agreement, as the statute of a partnership has been decided food assignments are not brought within the competence of the collegial management body of the partnership (clause 4 of Article 65.3);
3) division of profits and earnings of the estate.
3. When the secret elections of participants of the Gospodar's Partnership are accepted, decisions for additional in-person voting and the warehouse of the participants of the Partnership who were present at their acceptance are confirmed by:
(Div. text from the previous edition)
1) a public joint-stock partnership of a special kind, which maintains a register of shareholders of such a partnership and carries out the functions of the treatment commission (clause 4 of Article 97);
2) a non-public joint stock partnership by notarial certification or certification by a person who maintains the register of shareholders of such a partnership and the relevant functions of the treatment committee;
3) partnerships with a high level of notarial certification, or another method (signing of the protocol by all participants or some of the participants; with a variety of technical features that allow reliable installation and the fact of praising the decision; in any other way that is not in accordance with the law) not transferring the statute of such a partnership to decisions ceremonial gatherings of the participants of the partnership, we will accept the participants of the partnership unanimously.
4. A partnership with a shared responsibility for verifying and confirming the correctness of river accounting (financial) reports has the right, and in cases required by law, it is necessary to quickly obtain an auditor who is not bound by the main ones interests of the estate and its participants (external audit). Such an audit can also be carried out for the benefit of each participant in the partnership.
5. A joint stock company, in order to verify and confirm the correctness of its accounting (financial) information, may quickly obtain an auditor who is not bound by the main interests of the partnership or its participants.
In cases and in accordance with the law, the statute of a partnership, an audit of the accounting (financial) information of a joint-stock partnership may be carried out for the benefit of shareholders, the total number of which in the statutory capital of a joint-stock partnership is ten or more six hundred