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Federal Law of 26 December 1995 No 208-FZ on Joint-Stock

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Federal Law of 26 December 1995 No 208-FZ on Joint-Stock Document provided by ConsultantPlus 26 December 1995 No. 208-FZ RUSSIAN FEDERATION FEDERAL LAW ON JOINT-STOCK COMPANIES Adopted by the State Duma on 24 November 1995 List of amending documents (as amended by Federal Laws No. 65-FZ, dated 13 June 1996; No. 101-FZ, dated 24 May 1999; No. 120-FZ, dated 7 August 2001; No. 31-FZ, dated 21 March 2002; No. 134-FZ, dated 31 October 2002; No. 29-FZ, dated 27 February 2003; No. 5-FZ, dated 24 February 2004; No. 17-FZ, dated 6 April 2004; No. 153-FZ, dated 2 December 2004; No. 192-FZ, dated 29 December 2004; No. 194-FZ, dated 27 December 2005; No. 208-FZ, dated 31 December 2005; No. 7-FZ, dated 5 January 2006; No. 138-FZ, dated 27 July 2006; No. 146-FZ, dated 27 July 2006; No. 155-FZ 27 July 2006; No. 231-FZ, dated 18 December 2006; No. 13-FZ, dated 5 February 2007; No. 220-FZ, dated 24 July 2007; No. 318-FZ, dated 1 December 2007; No. 58-FZ, dated 29 April 2008; No. 315-FZ, dated 30 December 2008; No. 89-FZ, dated 7 May 2009; No. 115-FZ, dated 3 June 2009; No. 205-FZ, dated 19 July 2009; No. 352-FZ, dated 27 December 2009; No. 264-FZ, dated 4 October 2010; No. 292-FZ, dated 3 November 2010; No. 401-FZ, dated 28 December 2010; No. 409-FZ, dated 28 December 2010; No. 228-FZ, dated 18 July 2011 (as amended on 30 November 2011); No. 327-FZ, dated 21 November 2011; No. 346-FZ, dated 30 November 2011; No. 415-FZ, dated 7 December 2011; No. 77-FZ, dated 14 June 2012; No. 145-FZ, dated 28 July 2012; No. 282-FZ, dated 29 December 2012; No. 47-FZ, dated 5 April 2013; No. 210-FZ, dated 23 July 2013; No. 251-FZ, dated 23 July 2013; No. 308-FZ, dated 6 November 2013; No. 379-FZ, dated 21 December 2013; No. 410-FZ, dated 28 December 2013; No. 99-FZ, dated 5 May 2014; No. 218-FZ, dated 21 July 2014; No. 432-FZ, dated 22 December 2014; No. 82-FZ, dated 6 April 2015; No. 210-FZ, dated 29 June 2015; No. 409-FZ, dated 29 December 2015; No. 172-FZ, dated 2 June 2016; No. 338-FZ, dated 3 July 2016; No. 339-FZ, dated 3 July 2016; No. 340-FZ, dated 3 July 2016; No. 343-FZ, dated 3 July 2016; No. 233-FZ, dated 29 July 2017; as amended by Federal Laws No. 173-FZ, dated 13 October 2008 (as amended on 21 July 2014); No. 175-FZ, dated 27 October 2008; No. 306-FZ, dated 30 December 2008 (as amended on 27 July 2010); No. 181-FZ, dated 18 July 2009; No. 451-FZ, dated 29 December 2014). Chapter I. GENERAL PROVISIONS Article 1. Scope of this Federal Law 1. In accordance with the Civil Code of the Russian Federation, this Federal Law governs the establishment, reorganisation, liquidation, and legal status of joint-stock companies and rights and obligations of their shareholders, and ensures the protection of shareholders' rights and interests. (as amended by Federal Law No. 120-FZ, dated 7 August 2001) 1.1. Invalid since 1 July 2016. – Federal Law No. 210-FZ, dated 29 June 2015. 2. This Federal Law applies to all joint-stock companies established or being established in the Russian Federation, unless otherwise stipulated by this Federal Law and other federal laws. 3. Specifics of the establishment, reorganisation, liquidation, and legal status of joint-stock companies that are credit institutions, insurance companies, clearing companies, special-purpose financial companies, special-purpose project financing companies, professional securities market participants, joint-stock investment funds, management companies of investment funds, unit investment funds and non-governmental pension funds, non-governmental pension funds and other non-bank financial institutions, or joint-stock companies of employees (people's enterprises) as well as the rights and obligations of shareholders of such joint-stock companies shall be defined by federal laws governing their activity. (Clause 3 as amended by Federal Law No. 210-FZ, dated 29 June 2015) 4. Specifics of the establishment, reorganisation, liquidation, legal status of joint-stock companies established on the basis of collective farms (kolkhoz), state-owned farms (sovkhoz), and other agricultural enterprises reorganised in pursuance of Order of the President of the Russian Federation No. 323, dated 27 December 1991, 'On Urgent Measures for Implementing Land Reform in the RSFSR' as well as owner-operated farms (farm enterprises) and service and maintenance enterprises for agricultural producers, namely procurement enterprises, repair and technical enterprises, agricultural chemistry enterprises, forestry enterprises, inter-farm construction enterprises, rural energy enterprises, seed breeding stations, flax-processing plants, and vegetable-processing enterprises, shall be defined by federal laws. (as amended by Federal Law No. 120-FZ, dated 7 August 2001) 5. Specifics of the establishment of joint-stock companies during the privatisation of public and municipal enterprises shall be determined by federal law and other legal acts of the Russian Federation on the privatisation of public and municipal enterprises. Special considerations of the legal status of joint-stock companies established in the course of the privatisation of public and municipal enterprises in which over 25 per cent of shares are held in public or municipal ownership or in respect of which a special right of participation of the Russian Federation, constituents of the Russian Federation, or municipalities in the management of such joint-stock companies is exercised (a 'golden share') shall be determined by federal law on the privatisation of public and municipal enterprises. (as amended by Federal Law No. 120-FZ, dated 7 August 2001) Specifics of the legal status of joint-stock companies established in the course of the privatisation of public and municipal enterprises shall apply from the moment a decision is made on privatisation until the state or the municipality has alienated 75 per cent of its shares in such a joint-stock company, but no later than the expiry of the period of privatisation as determined by the privatisation schedule of such enterprise. 6. Specifics of the exercise of shareholders' rights, if such shareholders are not persons registered in the register of company shareholders, shall be determined by the legislation of the Russian Federation on securities. (Clause 6 introduced by Federal Law No. 210-FZ, dated 29 June 2015) Article 2. Main provisions about joint-stock companies (as amended by Federal Law No. 120-FZ, dated 7 August 2001) 1. A joint-stock company (a 'company') shall be a commercial institution where the authorised capital is split into a certain number of shares that certify the liability rights of company participants (shareholders) with respect to the company. Shareholders shall not be liable for the company's obligations and shall bear the risk of losses associated with the company's activity to the extent of the value of their shares. Shareholders who have not paid up their shares in full shall bear joint and several liability for company's obligations to the extent of the unpaid part of the value of their shares. Shareholders shall have the right to alienate their shares without the consent of other shareholders and the company, unless otherwise stipulated by this Federal Law with regard to non- public companies. (Paragraph introduced by Federal Law No. 120-FZ, dated 7 August 2001; as amended by Federal Law No. 210-FZ, dated 29 June 2015) 2. The provisions of this Federal Law shall also apply to companies with one shareholder to the extent this Federal Law does not stipulate otherwise and to the extent it is not in conflict with the essence of the respective relations. (Clause 2 introduced by Federal Law No. 120-FZ, dated 7 August 2001) 3. A company is a legal entity and owns separate assets accounted for on its independent balance sheet and may, on its own behalf, acquire and exercise property and personal non-property rights, bear obligations, or act as a plaintiff or a defendant in court. Until 50 per cent of a company's shares distributed among its founders are paid up, the company shall not be entitled to perform transactions that are not associated with the company's establishment. (Paragraph introduced by Federal Law No. 120-FZ, dated 7 August 2001) 4. A company shall have civil rights and bear obligations, as may be necessary for conducting any types of activities that are not prohibited by federal laws. Certain activities, the list of which shall be defined by federal laws, may be engaged in by a company only on the basis of a special permit (licence). If the conditions for granting a special permit (licence) to engage in a certain activity provide for a requirement that this activity be engaged in exclusively, the company shall not engage in other activities during the effective period of the special permit (licence), except for the activities stipulated in the special permit (licence) and related activities. 5. A company shall be deemed established as a legal entity from the moment of its state registration in accordance with the procedure established by federal laws. A company shall be established for an unlimited period, unless otherwise stipulated in its charter. 6. A company shall have the right to open bank accounts in the Russian Federation and abroad in accordance with the established procedure. 7. A company may have a seal, stamps, official forms with its name, its own emblem, a trademark registered in accordance with the established procedure, and other means of individualisation. A federal law may provide for the duty of a company to use a seal.
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