FEDERAL LAW OF THE RUSSIAN FEDERATION

of May 5, 2014 No. 99-FZ

About modification of Chapter 4 parts one of the Civil code of the Russian Federation and about recognition voided separate provisions of legal acts of the Russian Federation

Accepted by the State Duma of the Russian Federation on April 25, 2014

Approved by Council of the Russian Federation on April 29, 2014

Article 1

Bring 4 parts one of the Civil code of the Russian Federation in Chapter (The Russian Federation Code, 1994, No. 32, Art. 3301; 1996, No. 9, Art. 773; 1999, No. 28, Art. 3471; 2002, No. 12, Art. 1093; No. 48, Art. 4746; 2003, No. 52, Art. 5034; 2004, No. 31, Art. 3233; 2005, No. 1, Art. 18; No. 27, Art. 2722; 2006, No. 2, Art. 171; No. 3, Art. 282; No. 31, Art. 3437; No. 45, Art. 4627; No. 52, Art. 5497; 2007, No. 7, Art. 834; No. 49, Art. 6079; 2008, No. 20, Art. 2253; 2009, No. 1, Art. 20, 23; No. 29, Art. 3582; No. 52, Art. 6428; 2010, No. 19, Art. 2291; 2011, No. 49, Art. 7015; No. 50, Art. 7335; 2012, No. 50, Art. 6963; No. 53, Art. 7607, 7627; 2013, No. 7, Art. 609; No. 26, Art. 3207) following changes:

Article 48 to state 1) in the following edition:

"Article 48. Concept of the legal entity

1. The legal entity the organization which has the isolated property and answers it for the obligations is recognized, can acquire and perform on its own behalf the civil laws and perform civil duties, to be claimant and the defendant in court.

2. The legal entity shall be registered in the Unified State Register of Legal Entities in one of the forms of business provided by this Code.

3. Also municipal unitary enterprises, and also organizations treat legal entities on whose property their founders have the corporeal rights state.

Corporate bodies treat legal entities concerning whom their participants have corporate laws (Article 65. 1).

4. The legal status of the Central bank of the Russian Federation (Bank of Russia) is determined by the Constitution of the Russian Federation and the law on the Central bank of the Russian Federation.";

2) in Article 49:

a) in Item 1:

word in paragraph one "constituent documents" shall be replaced with words "the constituent document (Article 52)";

third to state the paragraph in the following edition:

"In the cases provided by the law, the legal entity can be engaged in separate types of activity only based on special permission (license), membership in self-regulatory organization or the certificate on the admission granted by self-regulatory organization to certain work type.";

b) state Item 3 in the following edition:

"3. Legal capacity of the legal entity arises from the moment of entering into the Unified State Register of Legal Entities of data on its creation and stops at the time of entering into the specified register of data on its termination.

The right of the legal entity to perform activities which occupation requires receipt of special permission (license), membership in self-regulatory organization or receipt of the certificate of self-regulatory organization on the admission to certain work type arises from the moment of receipt of such permission (license) or in the time specified in it or from the moment of the accession of the legal entity to self-regulatory organization or issues by self-regulatory organization of the certificate on the admission to certain work type and stops in case of cancellation of permission (license), membership in self-regulatory organization or the certificate on the admission granted by self-regulatory organization to certain work type.";

c) add with item 4 of the following content:

"4. Civil provision of legal entities and procedure for their participation in civil circulation (Article 2) are regulated by this Code. Features of civil provision of legal entities of separate forms of business, types and types, and also the legal entities created for implementation of activities in certain spheres are determined according to this Code, other laws and other legal acts.";

3) in Article 50:

a) state Item 2 in the following edition:

"2. Legal entities, being the commercial organizations, can be created in forms of business of economic partnerships and societies, peasant farms, economic partnership, production cooperatives, state and municipal unitary enterprises.";

b) state Item 3 in the following edition:

"3. Legal entities, being non-profit organizations, can be created in forms of business:

1) consumer cooperatives which treat including housing, building and garage cooperatives, gardening, gardening and country consumer cooperatives, societies of mutual insurance, credit cooperatives, funds of hire, agricultural consumer cooperatives;

2) public organizations which treat including political parties and labor unions (the trade-union organizations), social movements, bodies of public amateur performance created as legal entities, territorial public self-government;

3) associations (unions) which treat including non-profit partnerships, self-regulatory organizations, merging of employers, merging of labor unions, cooperatives and public organizations, commerce and industry, notarial and Chambers of Advocates;

4) partnerships of owners of the real estate which treat including condominiums;

5) the Cossack societies entered in the state register of the Cossack societies in the Russian Federation;

6) communities of indigenous ethnic groups of the Russian Federation;

7) funds which treat including public and charity foundations;

8) organizations which public institutions (including the state academies of Sciences), local government offices and private (including public treat) organizations;

9) autonomous nonprofit organizations;

10) religious organizations;

11) public companies.";

c) state item 4 in the following edition:

"4. Non-profit organizations can perform revenue-producing activities if it is provided by their charters, only so far as it serves goal achievement for the sake of which they are created and if it answers such purpose.";

d) add with Items 5 and 6 of the following content:

"5. The non-profit organization which charter provides implementation of revenue-producing activities except for of state and private organizations, shall have sufficient for implementation property of the specified activities by market value the minimum size of the authorized capital provided for limited liability companies suffices (Item 1 of Article 66. 2).

6. To the relations on implementation of the main activities by non-profit organizations, and also to other relations with their participation which is not relating to subject of the civil legislation (Article 2), rules of this Code are not applied if the law or the charter of non-profit organization do not provide other.";

To add 4) with Article 50.1 of the following content:

"Article 50.1. Decision on organization of the legal entity

1. The legal entity can be created based on the decision of the founder (founders) on organization of the legal entity.

2. In case of organization of the legal entity one person the decision on its organization is made by the founder solely.

In case of organization of the legal entity two and more founders the specified decision is made by all founders unanimously.

3. In the decision on organization of the legal entity data on organization of the legal entity, approval of its charter, on procedure, the size, methods and terms of formation of property of the legal entity, on election (appointment) of bodies of the legal entity are specified.

In the decision on organization of the corporate legal entity (Article 65. 1) also data on results of vote of founders concerning organization of the legal entity, about procedure for joint activities of founders for creation of the legal entity are specified.

In the decision on organization of the legal entity also other data provided by the law are specified.";

5) in the paragraph the second Item 2 of Article 51 of the word "the doubtful data containing" shall be replaced with words "unauthenticity of the data containing";

Article 52 to state 6) in the following edition:

"Article 52. Constituent documents of legal entities

1. Legal entities, except for economic partnerships, act on the basis of the charters which affirm their founders (participants).

The economic partnership acts on the basis of the foundation agreement which is signed by his founders (participants) and to which rules of this Code about the charter of the legal entity are applied.

2. For state registration of legal entities standard charters which forms affirm authorized state body according to the procedure, established by the law on state registration of legal entities can be used. In these cases of the data, stipulated in Item 4 these Articles and Item 5 of Article 54 of this Code, do not join in the charter of the legal entity and are specified in the Unified State Register of Legal Entities.

3. In the cases provided by the law, the organization can act on the basis of the single standard charter approved by his founder or the body for the organizations created for implementation of activities in certain spheres authorized by it.

4. The charter of the legal entity shall contain data on the name of the legal entity, the place of its stay, procedure for management of activities of the legal entity, and also other data provided by the law for legal entities of the corresponding form of business and type. In charters of non-profit organizations, charters of the unitary enterprises and in the cases provided by the law in charters of other commercial organizations the subject and the purposes of activities of legal entities shall be determined. The subject and particular purposes of activities of the commercial organization can be provided by the charter also in cases if under the law it is not obligatory.

5. Founders (participants) of the legal entity have the right to approve the governing corporate relations (Item 1 of Article 2) and the internal regulations and other internal documents of the legal entity which are not constituent documents.

The internal regulations and in other internal documents of the legal entity can contain the provisions which are not contradicting the constituent document of the legal entity.

6. The changes made to constituent documents of legal entities acquire force for the third parties from the moment of state registration of constituent documents, and in the cases established by the law from the moment of the notification of the body performing state registration on such changes. However legal entities and their founders (participants) have no right to refer to lack of registration of such changes in the relations with the third parties acting taking into account such changes.";

7) in Article 53:

a) state Item 1 in the following edition:

"1. The legal entity acquires the civil laws and assumes civil obligations through the bodies operating from his name (Item 1 of Article 182) according to the law, other legal acts and the constituent document.

The procedure for education and competence of bodies of the legal entity are determined by the law and the constituent document.

The constituent document can provide that powers to act on behalf of the legal entity are conferred to several persons acting jointly or independently from each other. Data on it are subject to inclusion in the Unified State Register of Legal Entities.";

b) in Item 2 "law" shall be replaced with words the word "this Code";

c) state Item 3 in the following edition:

"3. Person who by law, other legal act or the constituent document of the legal entity is authorized to act from his name shall act for the benefit of the legal entity represented to them honesty and reasonably. The same duty is performed by members of collegiate organs of the legal entity (the supervisory or other board, board, etc.).";

d) add with item 4 of the following content:

"4. The relations between the legal entity and persons who are part of its bodies are regulated by this Code and the laws on legal entities adopted according to it.";

8) to add with Articles 53.1 and 53.2 of the following content:

"Article 53.1. Responsibility of person, representative to act on behalf of the legal entity, members of collegiate organs of the legal entity and persons determining actions of the legal entity

1. Person who by law, other legal act or the constituent document of the legal entity is authorized to act from his name (Item 3 of Article 53), shall compensate upon the demand of the legal entity, his founders (participants), speakers for the benefit of the legal entity, the losses caused through his fault to the legal entity.

Person who by law, other legal act or the constituent document of the legal entity is authorized to act from his name bears responsibility if it is proved that during the implementing of the rights and execution of the obligations it was effective from bad faith or unreasonably including if its actions (failure to act) did not correspond to usual conditions of civil circulation or regular entrepreneurial risk.

2. Responsibility, stipulated in Item 1 this Article, also members of collegiate organs of the legal entity, except for carry those from them who voted against the decision which entailed causing to the legal entity of losses, or, acting honesty, did not take part in vote.

3. Person having the actual opportunity to determine actions of the legal entity, including opportunity to instruct persons called in Items 1 and 2 of this Article shall act for the benefit of the legal entity reasonably and honesty and bears liability for damages, caused through his fault to the legal entity.

4. In case of joint causing losses to the legal entity of person, specified in Items 1 - 3 these Articles, shall pay damages solidary.

5. The agreement on elimination or the liability limit of persons specified in Items 1 and 2 of this Article for making of unfair actions, and in public society for making of unfair and unreasonable actions (Item 3 of Article 53) it is insignificant.

The agreement on elimination or the liability limit of person specified in Item 3 of this Article is insignificant.

Article 53.2. Affiliation

In cases if this Code or other law puts occurrence of legal consequences into dependence on availability between persons of the relations of coherence (affiliation), availability or lack of such relations is determined according to the law.";

Article 54 to state 9) in the following edition:

"Article 54. Name, location and address of the legal entity

1. The legal entity has the name containing specifying on form of business. The name of non-profit organization and the name of the commercial organization shall contain specifying on nature of activities of the legal entity in the cases provided by the law.

Inclusion in the name of the legal entity of the official name the Russian Federation or Russia, and also the words derivative of this name, is allowed in the cases provided by the law, presidential decrees of the Russian Federation or acts of the Government of the Russian Federation, or on the permission issued according to the procedure, established by the Government of the Russian Federation.

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