RESOLUTION OF THE PLENUM OF THE SUPREME COURT OF THE RUSSIAN FEDERATION

of June 26, 2018 No. 27

About contest of large deals and transactions in which making there is interest

For the purpose of ensuring unity of practice of application by courts of the legislation on the economic societies Plenum of the Supreme Court of the Russian Federation, being guided by article 126 of the Constitution of the Russian Federation, articles 2 and 5 of the Federal constitutional Law of February 5, 2014 No. 3-FKZ "About the Supreme Court of the Russian Federation", decides to make the following explanations.

General provisions about contest of large deals and transactions with interest

1. By consideration of the requirement about recognition of the transaction invalid as made with violation No. 208-FZ provided by the Federal Law of December 26, 1995 "About joint-stock companies" (further - the Join-stock companies law) and the Federal Law of February 8, 1998 No. 14-FZ "About limited liability companies" (further - the Law on limited liability companies) procedure for making of large deals, is subject to application Article 173.1 of the Civil code of the Russian Federation (further - the Civil Code of the Russian Federation), and with violation of procedure for transactions in which making there is interest (further - transactions with interest), - Item 2 of article 174 Civil Code of the Russian Federation (Item 6 of Article 79, Item 1 of Article 84 of the Join-stock companies law, Item 6 of Article 45, item 4 of article 46 of the Law on limited liability companies) taking into account the features established by the specified laws.

2. The term of limitation period according to requirements about recognition of large deals and transactions with interest invalid and application of effects of their invalidity is estimated by rules of Item 2 of article 181 Civil Code of the Russian Federation and constitutes one year.

The term of limitation period in claims for recognition of the invalid transaction made with violation of procedure for its making and for application of effects of its invalidity including when such requirements on behalf of society are imposed by the member (shareholder) or the board member (supervisory board) (further - the board of directors), is estimated from the date of when person who independently or together with other persons performs powers of sole executive body learned or owed learn that such transaction is made with violation of requirements of the law to procedure for its making including if it directly made this transaction.

If person who independently or together with other persons performs powers of sole executive body was in collusion to other party of the transaction, the term of limitation period is estimated from the date of when learned about the corresponding circumstances or owed recognize person who independently or together with other persons performs powers of sole executive body, other, than person who made the transaction. Only in the absence of such person until presentation by the member of economic society or the board member of the requirement prescriptive limit is estimated from the date of when learned about the called circumstances or the participant or the board member who imposed such requirement shall learn.

3. When according to Item 2 of this resolution the moment of the beginning of current of term of limitation period is determined depending on when that the transaction is made with violation of requirements of the law to procedure for its making, learned or the participant (shareholder) who imposed requirement shall learn, it is necessary to consider the following:

1) when the claim is made jointly by several participants, limitation period is not considered passed if at least one of such participants did not pass the term of limitation period on the address with the relevant requirement provided that this participant (participants) has necessary according to the law for presentation of such requirement the number of voting shares of society (voices) (Item 6 of Article 79, Item 1 of Article 84 of the Join-stock companies law, Item 6 of Article 45, item 4 of article 46 of the Law on limited liability companies);

2) if society publicly opened data on the disputed transaction according to the procedure, stipulated by the legislation about the security market, it is considered that his participants (shareholders) learned about the disputed transaction from the moment of public disclosure of information when from it it was possible to draw conclusion on making of such transaction with violation of procedure for making;

3) it is supposed that the participant shall learn about transaction with violation of procedure for making of large deal or the transaction with interest no later than date of annual general meeting of participants following the results of year in which the disputed transaction was made, except as specified, when information on transaction disappeared from participants and (or) from the materials provided to participants when holding general meeting it was impossible to draw conclusion on making of such transaction (for example if did not follow from the balance sheet that the structure of capital assets in comparison with previous year changed);

4) if the stated above rules cannot be applied, then it is considered that the participant (shareholder) anyway shall learn about making of the disputed transaction more than a year ago (Item 2 of article 181 Civil Code of the Russian Federation) if he long time (two or over a year in a row) did not participate in general meetings of participants (shareholders) and did not request information on activities of society.

4. In case of assessment of observance of rules of making of large deal or the transaction with interest it is necessary to recognize that in the decision on consent to making (approval) of the transaction (article 157.1 Civil Code of the Russian Federation) (further - the decision on approval, approval), by the general rule, person (persons) which is its party (parties), the beneficiary (beneficiaries) and also its main conditions shall be specified (conditions, for example, the price having essential value for decision making about its approval, subject, term, availability of obligation to provide ensuring obligation fulfillment, etc.) or procedure for their determination. The committed transaction is considered approved if its main conditions corresponded to the data on this transaction which found reflection in the decision on approval of its making or in the draft of the transaction attached to this decision.

Subsequent change of the main conditions of the approved and committed transaction is the independent transaction (article 153 Civil Code of the Russian Federation) and needs new approval.

5. The decision on formation of sole executive body, including on delegation of power of sole executive body of society to managing company (managing director), and election of members of collegiate organs does not require separate approval according to the procedure, established for approval of large deals or transactions with interest (Item 2 of Article 32, Item 1 of Article 40, Item 1 of article 41 of the Law on limited liability companies and Article 66, Items 1 and 3 of Article 69 of the Join-stock companies law).

6. To the voluntary settlement, recognition of the claim and abandonment of claim on case which party is economic society are subject to application of the rule about procedure for making of large deals and transactions with interest (Chapters X and XI of the Join-stock companies law, articles 45 and 46 of the Law on limited liability companies).

7. The member of economic society and the board member disputing the transaction of society act on behalf of society (the paragraph of the sixth of Item 1 of Article 65. 2, item 4 of article 65.3 Civil Code of the Russian Federation), in this connection:

1) the decision on satisfaction of requirement imposed by the participant or the board member about recognition of the transaction invalid is accepted for benefit of society on behalf of which the claim was made. At the same time in case of satisfaction of the requirement about application of effects of invalidity of the transaction in writ of execution as the claimant the participant or the board member performing procedural law and the claimant's obligations, and as person for benefit of whom collection is made, - society for the benefit of which the claim was made is specified;

2) the fact that the participant who made the claim on behalf of society at the time of transaction was not member of society is not the basis for refusal in satisfaction of the claim.

Transition of share (share) to the other person does not influence the current of term of limitation period according to requirements about recognition of large deals and transactions with interest invalid and application of effects of their invalidity.

8. Refusal in the claim for recognition of invalid large deal, the transaction with interest or that circumstance that the transaction was not disputed in itself do not interfere with satisfaction of indemnification requirement, persons called in article 53.1 Civil Code of the Russian Federation, Item 5 of Article 71 of the Join-stock companies law and Item 5 of article 44 of the Law on limited liability companies caused to society and also do not interfere with satisfaction of the claim for exception of society of the participant (shareholder) (Item 1 of article 67 Civil Code of the Russian Federation, article 10 of the Law on limited liability companies) which concluded this bargain to the detriment of interests of society (including as sole executive body) or instructed it to conclude or voting for its approval on general meeting of participants (shareholders).

Large deals

9. Qualification of the transaction as large requires simultaneous availability at the transaction at the time of its making of two signs (Item 1 of Article 78 of the Join-stock companies law, Item 1 of article 46 of the Law on limited liability companies):

1) quantitative (cost): subject of the transaction is the property, including the rights to results of intellectual activities and means of individualization equated to them (further - property), the price or book value (and in case of cession of property in temporary ownership and (or) use, the conclusions of the license agreement - book value) which constitutes 25 and more percent of the book value of assets of society determined by data of its accounting (financial) records on the last reporting date;

2) high-quality: the transaction goes beyond regular economic activity, i.e. transaction will lead to the termination of activities of society or change of its type or essential change of its scales (item 4 of Article 78 of the Join-stock companies law, Item 8 of article 46 of the Law on limited liability companies). For example, sale (transfer to lease) of the capital production asset of society can lead to approach of such effects. The transaction can be also qualified as attracting essential change of scales of activities of society if it attracts essential change of the region of activities or the markets for society.

Establishing availability of this criterion, it is necessary to consider that it shall take place at the time of transaction, and the subsequent approach of such effects in itself does not demonstrate that the corresponding transaction became their reason and that such transaction went beyond regular economic activity. In case of assessment of possibility of approach of such effects at the time of transaction courts should take into account not only conditions of the disputed transaction, but also and other circumstances connected with activities of society at the time of transaction. For example, the transaction on acquisition of the equipment which could be used within already performed activities shall not lead to change of type of activity.

Any transaction of society is considered committed within regular economic activity, other is not proved yet (item 4 of Article 78 of the Join-stock companies law, Item 8 of article 46 of the Law on limited liability companies). The burden of proof of making of the disputed transaction outside regular economic activity lies on the claimant.

10. Owing to Item 2 of Article 78 of the Join-stock companies law the board of directors (supervisory board), and in case of its absence - the sole executive body of joint-stock company shall approve the conclusion about large deal if the question of its approval is subject to consideration at general shareholder meeting.

The conclusion can directly contain in the solution of the board of directors of joint-stock company or in the separate document attached to this decision which is integral part of such decision.

The conclusion shall contain including information on expected effects for activities of society as a result of making of large deal and assessment of feasibility of making of large deal (paragraph two of Item 2 of Article 78 of the Join-stock companies law). At the same time both the positive recommendation for this transaction, and negative can be in prison.

In sense of the subitem 1 of Item 6.1 of Article 79 of the Join-stock companies law in case of adoption by general shareholder meeting of the decision on approval of the transaction in the absence of the conclusion such transaction cannot be disputed as made with violation of procedure for receipt of consent that does not exclude possibility of presentation to prepare the conclusion, requirements about claiming damages caused by the transaction (Article 71 of the Join-stock companies law) for persons who did not fulfill duty.

11. In sense of paragraph two of Item 1 of Article 78 of the Join-stock companies law and paragraph two of Item 1 of article 46 of the Law on limited liability companies, resolving issue of whether the disputed transaction answers quantitative (cost) criterion of large deals, its amount (size) should be determined without requirements which can be shown to the relevant party in connection with non-execution or improper execution of obligations (for example, penalties), except as specified, when it is determined that the bargain was initially concluded for the purpose of its non-execution or improper execution by society.

12. Book value of assets of society for the purposes of application of Item 1.1 of Article 78 of the Join-stock companies law and Item 2 of article 46 of the Law on limited liability companies, by the general rule, is determined according to data of annual accounting records for December 31 of the year preceding transaction (article 15 of the Federal Law of December 6, 2011 No. 402-FZ "About financial accounting"); in the presence of stipulated by the legislation or the charter of obligation of society to constitute intermediate accounting records, for example monthly, the mentioned data are determined by data of such intermediate accounting records.

13. The agreements providing obligation to make periodical payments (leases, rendering services, storage, agency service, trust management, insurance, commercial concession, licensed, etc.) for person obliged to make on them periodical payments are recognized answering to quantitative (cost) criterion of large deals if payment amount for the period validity (concerning the agreement signed sine die - in one year; if the amount of payment varies throughout operation of such agreement, the greatest payment amount in one year is considered) constitutes more than 25 percent of book value of assets of society (Item 1 of Article 78 of the Join-stock companies law, Item 1 of article 46 of the Law on limited liability companies, article 15 of the Federal Law of December 6, 2011 No. 402-FZ "About financial accounting").

14. About coherence of transactions of society, in relation to Item 1 of Article 78 of the Join-stock companies law or Item 1 of article 46 of the Law on limited liability companies, in addition, can witness such signs as prosecution of the single economic purpose in case of the conclusion of transactions, including general economic purpose sold (transferred to temporary ownership or use) property, consolidation of all aloof (transferred to temporary ownership or use) according to transactions of property at one person, the short period between making of several transactions.

For determination of whether the transaction consisting of several interconnected transactions, to quantitative (cost) criterion of large deals answers it is necessary to compare book value or the price of the property alienated (transferred to temporary ownership or use) according to all interconnected transactions, with book value of assets on the last reporting date which the date of the balance sheet preceding the conclusion of the first of transactions will be.

15. According to Item 2 of Article 79 of the Join-stock companies law the decision on approval of the transaction which subject is the property worth from 25 to 50 percent of book value of assets of society shall be accepted by all board members (supervisory board) of society unanimously; voices of the disposed members of council are not considered. In particular, the died board member (supervisory board) or the judgment limited in capacity to act, recognized incapacitated or disqualified, and also the member of council who notified society on refusal of the powers is disposed; such refusal shall be made beforehand prior to meeting of the Board of Directors in writing.

16. Decision making about approval of large deal which subject is the property which cost constitutes more than 50 percent of book value of assets of society is within the exclusive competence of general meeting of participants (shareholders) and cannot be referred by the charter of society to competence of other bodies of society (item 4 of Article 79 of the Join-stock companies law, Item 3 of article 46 of the Law on limited liability companies).

17. According to Item 5 of Article 79 of the Join-stock companies law and Item 6 of article 46 of the Law on limited liability companies if the transaction is at the same time and large deal which subject is the property which cost constitutes both 50 percent and less, and more than 50 percent of book value of assets of society, and the transaction in which making there is interest it is subject to making with observance of both rules about large deals, and rules about transactions with interest. At the same time by rules about transactions with interest the specified transaction is subject to approval, only if the relevant requirement (Item 1 of Article 83 of the Join-stock companies law, item 4 of article 45 of the Law on limited liability companies) was declared.

The question of approval of the transaction which is at the same time both large deal, and the transaction in which making there is interest can be considered both by one question of the agenda, and two single questions (approval of the transaction as large and approval of the transaction as transactions with interest). In cases when, according to the charter of non-public society of the transaction with interest are not subject to approval, the corresponding transaction is subject to approval only by rules about large deals.

If by rules about large deals approval of the transaction answering at the same time to signs of large deal and the transaction with interest is within the competence of the board of directors, then its approval happens respectively the board of directors (supervisory board) by rules about large deals and general meeting of participants (shareholders) - by rules about transactions with interest (if the relevant requirement (Item 1 of Article 83 of the Join-stock companies law, item 4 of article 45 of the Law on limited liability companies) was declared.

18. Owing to the subitem 2 of Item 6.1 of Article 79 of the Join-stock companies law and the paragraph of third Item 5 of article 46 of the Law on limited liability companies the burden of proof of what other party according to the transaction knew (for example, consisted in collusion) is assigned to the claimant or obviously shall know that the transaction was for society large deal (as regarding quantitative (cost), and high-quality criterion of large deal) and (or) that there was no proper consent to its making.

The notorious awareness that the transaction is large (including about value of the transaction for society and effects which it for it will entail), is supposed, other is not proved yet, only if the partner, the controlling his face or face under control to it is member (shareholder) of society or the controlling person of society or is part of bodies of society or the controlling person of society. Lack of such circumstances does not deprive of the claimant of the right to produce the evidence that other party of the transaction knew that the transaction was large, for example the letter of other party of the transaction from which follows that she knew that the transaction is large.

By the general rule, the law does not identify obligation the third party on check before transaction of whether the corresponding transaction is large for his partner and whether it was properly approved (including there is no obligation on studying of accounting records of the partner for the purposes of determination of book value of its assets, types of its activities, influence of the transaction on activities of the partner). The third parties relying on data of the Unified State Register of Legal Entities (further - the USRLE) about persons, representatives to act on behalf of the legal entity, by the general rule having the right to proceed from availability of powers at them on making of any transactions (paragraph two of Item 2 of article 51 Civil Code of the Russian Federation).

Instruction in the corresponding transaction (other document) that person who concluded it on behalf of society guarantees that during transaction all necessary corporate procedures, etc. are observed in itself does not testify to conscientiousness of the partner.

19. The provisions of charters of economic societies extending procedure for approval of large deals to other types of transactions should be considered as method of establishment of need of receipt of consent of the board of directors of society or general meeting of participants (shareholders) on making of certain transactions (Item 2 of Article 69 of the Join-stock companies law, Item 3.1 of article 40 of the Law on limited liability companies). By consideration of disputes on recognition invalid such transactions in connection with violation of procedure for their making courts should be guided by Item 1 of article 174 Civil Code of the Russian Federation.

20. Taking into account special value for activities of society of large deals which procedure for making acts as guarantee of the right of the participant to make the decision on essential change of activities of society (paragraph two of Item 1 of article 65.2 Civil Code of the Russian Federation) after entry into force of the Federal Law of July 3, 2016 No. 343-FZ "About introduction of amendments to the Federal law "About Joint-stock Companies" and the Federal Law "About Limited Liability Companies" regarding regulation of large deals and transactions in which making there is interest" (further - the Law No. 343-FZ, became effective on January 1, 2017) the charter of society cannot include other rules of making of such transactions or is determined that such transactions are not subject to approval.

Transactions with interest

21. According to Item 1 of Article 81 of the Join-stock companies law and Item 1 of article 45 of the Law on limited liability companies of person, specified in these provisions of the law, are recognized interested in making of the transaction by society including if they, their spouses, parents, children, full and not full brothers and sisters, adoptive parents and the organizations adopted and (or) under control to them are beneficiary in the transaction or the controlling faces of the legal entity who is the beneficiary in the transaction or hold positions in governing bodies of the legal entity who is the beneficiary in the transaction, and also position in governing bodies of management company of such legal entity.

Applying the specified regulations, it is necessary to recognize that the beneficiary person which is not the party in the transaction who as a result of its making can be exempted from obligations before society or the third party is recognized the transaction, or acquires the rights according to this transaction (in particular, the beneficiary according to insurance contracts, property trust management, the beneficiary according to the bank guarantee, the third party for benefit of whom the agreement according to article 430 Civil Code of the Russian Federation is signed), or otherwise takes property benefit, for example having received participant status of the option program of society, or is debtor according to the obligation in which ensuring execution society provides the guarantee or property in pledge (except as specified when will be established that the guarantee agreement or the agreement of pledge is made by society not for the benefit of the debtor or without its consent).

The impossibility of qualification of the transaction as the transaction in which making there is interest does not interfere with recognition of such transaction by court of article 174 Civil Code of the Russian Federation, invalid based on Item 2, and also on other bases.

22. It is necessary for recognition of the transaction falling under the signs of transactions with interest specified in Item 1 of Article 81 of the Join-stock companies law and Item 1 of article 45 of the Law on limited liability companies that interest of the corresponding person took place at the time of transaction.

23. In sense of Item 1 of Article 81 and item 4 of Article 83 of the Join-stock companies law, Items 1 and 4 of article 45 of the Law on limited liability companies in vote on the issue of approval of the transaction in which making there is interest having no right to take part also participants - the legal entities though who are not interested persons, but being under control interested persons (controlled organizations).

24. The requirement about holding general meeting of participants (shareholders) or meeting of the Board of Directors of society for the solution of question of approval of the transaction with interest can be directed at any time, including to the direction of the notice on making of such transaction (Item 1 of Article 83 of the Join-stock companies law, item 4 of Article 45 of the Join-stock companies law).

The requirement can be directed as well after transaction. In this case the relevant organ of society considers question of the subsequent approval of such transaction.

The board member or the member of economic society has the right to make the claim for recognition of the invalid transaction with interest as in cases when such transaction was made with abuse of regulations of transactions with interest (the notification on its making did not go), and in cases when notifications were directed, but requirements about holding general meeting of participants (shareholders) or meeting of the Board of Directors of society for the solution of question of approval of the transaction were not declared. At the same time specified persons shall not previously before presentation of the claim for recognition of the transaction with interest invalid address with the requirement about holding general meeting of participants (shareholders) or meeting of the Board of Directors of society for the solution of question of the subsequent approval of the transaction.

Availability of the decision on approval of the transaction with interest is not the basis for refusal in satisfaction of the requirement about recognition its invalid. In case of its availability the burden of proof of the fact that the transaction caused damage to interests of society is assigned to the claimant (Item 1 of Article 84 of the Join-stock companies law, Item 6 of article 45 of the Law on limited liability companies).

25. The requirement about provision of information on the transaction in which making there is interest can be shown if consent (approval) to making of such transaction was not received including if the notice on making of such transaction was directed, but requirements about holding general meeting of participants (shareholders) or meeting of the Board of Directors of society for the solution of question of approval of the transaction were not shown or was refused their satisfaction (Item 1 of Article 84 of the Join-stock companies law, Item 6 of article 45 of the Law on limited liability companies).

26. According to the paragraph to the second Item 4.1 of Article 83 of the Join-stock companies law if during transaction, requiring receipt of consent to its making of general shareholder meeting, all shareholders - owners of voting shares of society are recognized interested and at the same time in making of such transaction there is interest of the other person (other persons) according to Item 1 of Article 81 of the Join-stock companies law, to making of such transaction is agreed by a majority vote all shareholders - owners of the voting shares of society which are taking part in vote. The similar rule is applied in limited liability companies (Item 1 of article 6 Civil Code of the Russian Federation).

27. In sense of Item 1.1 of Article 84 of the Join-stock companies law and paragraphs of the fourth - the sixth Item 6 of article 45 of the Law on limited liability companies the damage presumption containing in them from transaction is subject to application only provided that other party of the disputed transaction knew or obviously shall know that the transaction was for society the transaction in which making there is interest, and (or) about lack of consent to its making.

The burden of proof of the fact that other party of the transaction knew or obviously shall know about availability of element of interest in the transaction and about lack of consent (approval) to its making is assigned to the claimant.

In relation to transactions with interest courts should recognize that other party of the transaction (defendant) knew or obviously shall know about interest element availability if this party of the transaction or its representative expressing will in this transaction or their spouses or relatives called in the paragraph the second Item 1 of article 45 of the Law on limited liability companies and the paragraph the second Item 1 of Article 81 of the Join-stock companies law acts as the interested person.

By the general rule, the law does not identify obligation the third party on check before transaction of whether the corresponding transaction is the transaction with interest for his partner and whether it was properly approved (including there is no obligation on studying of lists of the affiliates controlling and under control faces of the partner, the charter of society). The third parties relying on data USRLE on persons, representatives to act on behalf of the legal entity, by the general rule having the right to proceed from availability of powers at them on making of any transactions (paragraph two of Item 2 of article 51 Civil Code of the Russian Federation).

Instruction in the corresponding transaction (other document) that person who concluded it on behalf of society guarantees that during transaction all necessary corporate procedures, etc. are observed in itself does not testify to conscientiousness of the partner.

28. According to Item 8 of Article 83 of the Join-stock companies law and Item 9 of article 45 of the Law on limited liability companies by the charter of non-public joint-stock company, and also limited liability company it can be determined that transactions in which making there is interest are made in general procedure for making of any other transactions of society, or other rules of making of such transactions are provided (for example, obligatory preliminary approval, rules of the direction of the notice on transactions, the group of people which it goes, procedure for submission of demand about need to submit for approval the transaction, refusal of possibility of the direction of such requirements, etc.), including by specifying on the fact that are subject or only separate rules containing in the law are not subject to application. At the same time application of the provisions of the law concerning conditions of recognition of transactions invalid, in particular about need of availability of damage to interests of economic society as the compulsory provision of recognition of the transaction with interest invalid cannot be changed or cancelled by the charter of economic society.

At the same time, if the charter of society the circle of the transactions recognized by transactions with interest, for example, due to establishment of more wide range of interested persons or other recognition criteria of persons interested extends, then in this case the transactions which are not transactions with interest from the point of view of the Join-stock companies law and the Law on limited liability companies, but falling under the concept of transactions with interest described in the charter of society, and made with violation of procedure for transactions with interest are subject to recognition invalid not by rules about transactions with interest, and based on Item 1 of article 174 Civil Code of the Russian Federation.

As the rules establishing other procedure for transactions with interest it is necessary to consider also the rules included before the date of entry into force of the Law No. 343-FZ (on January 1, 2017) in the charter of non-public joint-stock company or limited liability company of regulations on procedure for transactions with interest including if they were included in the charter of society according to the decision of general meeting of participants (shareholders) accepted not unanimously.

If by the charter of non-public joint-stock company or limited liability company it is determined that governed about procedure for transactions with interest, containing in the law, are not subject to application, such transactions can be disputed in accordance with general practice according to Item 2 of article 174 Civil Code of the Russian Federation without the features provided by the Join-stock companies law and the Law on limited liability companies.

Final provisions

29. Provisions of the Join-stock companies law and the Law on limited liability companies in edition of the Law No. 343-FZ are subject to application to the transactions made after the date of entry into force of the Law No. 343-FZ (on January 1, 2017) (article 4 Civil Code of the Russian Federation).

The decisions on approval made before the date of entry into force of the Law No. 343-FZ (on January 1, 2017) on bargains which were not concluded before this date keep the action after January 1, 2017 and can be considered as proper consent (approval) to transaction if they correspond to provisions of the Join-stock companies law and Law on limited liability companies in edition of the Law No. 343-FZ.

The decision on approval of the transaction which is at the same time large deal and the transaction in which making there is interest, accepted before the date of entry into force of the Law No. 343-FZ (on January 1, 2017) by rules about transactions with interest if such transaction was not made till January 1, 2017 after the specified date can be considered as proper consent (approval) to transaction in which making there is interest. At the same time such transaction is subject to separate approval by rules about large deals (Item 5 of Article 79 of the Join-stock companies law and Item 6 of article 46 of the Law on limited liability companies).

In case of availability in the charter of non-public joint-stock company or limited liability company of other rules of transactions with interest the explanations provided by this Item are applied to the corresponding transactions taking into account such rules.

30. Due to the adoption of this resolution to recognize not subject to application Items 1 - 9, subitems the second and fourth Item 10, Items 11 - the 14th resolutions of the Plenum of the Supreme Arbitration Court of the Russian Federation of May 16, 2014 as No. 28 "About some questions connected with contest of large deals and transactions with interest", except for case when cases on contest of the transaction made before the date of entry into force of the Law No. 343-FZ (on January 1, 2017) are considered.

Chairman of the Supreme Court of the Russian Federation

V. M. Lebedev

Secretary Plenuma, judge of the Supreme Court of the Russian Federation

V. V. Momotov

 

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