FEDERAL LAW OF THE RUSSIAN FEDERATION

of June 29, 2015 No. 210-FZ

About modification of separate legal acts of the Russian Federation and recognition voided separate provisions of legal acts of the Russian Federation

Accepted by the State Duma on June 19, 2015

Approved by the Federation Council on June 24, 2015

Article 1

Bring in article 26.2 of the Law of the Russian Federation of November 27, 1992 No. 4015-1 "About the organization of insurance case in the Russian Federation" (Sheets of the Congress of People's Deputies of the Russian Federation and the Supreme Council of the Russian Federation, 1993, No. 2, Art. 56; Russian Federation Code, 1998, No. 1, Art. 4; 2013, No. 30, Art. 4067) following changes:

Paragraph one of Item 3 to add 1) with the offer of the following content: "The specialized depositary shall exercise such control according to the regulations approved by it which shall contain rules of control of structure and structure of the assets accepted for covering of insurance reserves, and own means (capital) of the insurer, form of the applied documents and procedure for document flow when implementing such control.";

The subitem 4 of Item 8 to declare 2) invalid.

Article 2

Bring in part one of the Civil code of the Russian Federation (The Russian Federation Code, 1994, No. 32, Art. 3301; 2014, No. 19, Art. 2304) following changes:

Paragraph one of Item 1 of Article 53 to state 1) in the following edition:

"1. The legal entity acquires the civil laws and assumes civil obligations through the bodies operating according to the law, other legal acts and the constituent document.";

Item 1 of Article 67.2 to state 2) in the following edition:

"1. Members of economic society or some of them have the right to sign among themselves the corporate agreement on implementation of the corporate laws (the agreement on implementation of the rights of members of limited liability company, the shareholders' agreement) according to which they shall perform these rights definitely or abstain (to refuse) their implementation, including to vote definitely on general meeting of members of society, in coordination to perform other actions for management of society, to acquire or alienate shares in its authorized capital (share) at determined price or in case of approach of certain circumstances or to abstain from alienation of shares (shares) before certain circumstances.";

3) paragraph two of Item 2 of Article 67.3 to add with words ", except as specified votes of the main economic partnership or society on the issue of approval of the transaction on general meeting of members of subsidiary, and also approval of the transaction by governing body of the main economic society if need of such approval is provided by the charter of affiliated and (or) main society";

The word "independent" to exclude 4) in item 4 of Article 97.

Article 3

Bring in the Federal Law of December 26, 1995 No. 208-FZ "About joint-stock companies" (The Russian Federation Code, 1996, No. 1, Art. 1; No. 25, Art. 2956; 1999, No. 22, Art. 2672; 2001, No. 33, Art. 3423; 2002, No. 12, Art. 1093; No. 45, Art. 4436; 2003, No. 9, Art. 805; 2004, No. 11, Art. 913; No. 15, Art. 1343; No. 49, Art. 4852; 2005, No. 1, Art. 18; 2006, No. 1, Art. 5, 19; No. 2, Art. 172; No. 31, Art. 3437, 3445, 3454; No. 52, Art. 5497; 2007, No. 7, Art. 834; No. 31, Art. 4016; No. 49, Art. 6079; 2008, No. 18, Art. 1941; 2009, No. 1, Art. 23; No. 19, Art. 2279; No. 23, Art. 2770; No. 29, Art. 3642; No. 52, Art. 6428; 2010, No. 41, Art. 5193; No. 45, Art. 5757; 2011, No. 1, Art. 13, 21; No. 30, Art. 4576; No. 48, Art. 6728; No. 49, Art. 7024, 7040; No. 50, Art. 7357; 2012, No. 25, Art. 3267; No. 31, Art. 4334; No. 53, Art. 7607; 2013, No. 14, Art. 1655; No. 30, Art. 4043, 4084; No. 45, Art. 5797; No. 51, Art. 6699; No. 52, Art. 6975; 2014, No. 19, Art. 2304; No. 30, Art. 4219; No. 52, Art. 7543; 2015, No. 14, Art. 2022) following changes:

1) in Article 1:

a) declare Item 1.1 invalid;

b) state Item 3 in the following edition:

"3. Features of creation, reorganization, liquidation and legal status of the joint-stock companies which are the credit institutions, insurance companies, the clearing organizations specialized by the financial societies specialized by societies of project financing, professional participants of the security market, joint-stock investment funds, managing companies of investment funds, mutual investment funds and non-state pension funds, non-state pension funds and other not credit financial credit institutions, joint-stock companies of workers (national enterprises) and also the rights and obligations of shareholders of such joint-stock companies are determined by the Federal Laws regulating their activities.";

c) add with Item 6 of the following content:

"6. Features of implementation by shareholders of the rights in cases if they are not persons registered in the shareholder register of society are determined by the legislation of the Russian Federation on securities.";

The paragraph the fourth Item 1 of Article 2 to add 2) with words "if other is not provided by this Federal Law concerning non-public societies";

Paragraph two of Item 1 of Article 4 to state 3) in the following edition:

"The full trade name of society in Russian shall contain full name of society and specifying on its form of business - joint-stock company, and full trade name of public society in Russian - also specifying on the fact that society is public. The reduced trade name of society in Russian shall contain the full or abbreviated name of society and the word "joint-stock company" or abbreviation of "autonomous area", and the reduced trade name of public society in Russian - the full or abbreviated name of public society and the word "public joint stock company" or abbreviation of "public joint stock company".";

Article 5 to state 4) in the following edition:

"Article 5. Branches and representative offices of society

Society can create branches and open representations according to provisions of the Civil code of the Russian Federation, this Federal Law and other Federal Laws.";

Article 7 to state 5) in the following edition:

"Article 7. Public and non-public societies

1. Society can be public or non-public that is reflected in its charter and trade name.

2. Public society has the right to carry out share placing and the issued securities converted into its shares by means of open subscription. The shares of non-public society and issued securities converted into its shares cannot be placed by means of open subscription or be offered otherwise for acquisition to the unrestricted group of people.

3. By the charter of non-public society the privilege of acquisition by its shareholders of the shares alienated according to paid transactions by other shareholders on bid price to the third party or at the price which or procedure for determination of which are established by the charter of society can be provided. In case of alienation of shares on others, than the purchase and sale agreement, to transactions (exchange, compensation and others) the privilege of acquisition of such shares can be provided by the charter of non-public society only at the price which or procedure for determination of which are established by the charter of society. If other is not provided by the charter of society, shareholders have the privilege of acquisition of alienable shares in proportion to the number of the shares belonging to each of them.

By the charter of non-public society providing the privilege of its shareholders to acquisition of the shares alienated according to paid transactions also the privilege of non-public society to acquisition of alienable shares can be provided if its shareholders did not use the privilege.

In case of the dispute connected with implementation of the privilege of acquisition of alienable shares at the price which or procedure for determination of which are established by the charter of non-public society court has the right not to apply regulations of the charter of society on such price if at the time of implementation of the privilege the provided price significantly below share market value of society concerning which the privilege is performed.

4. The shareholder, intended to perform alienation of the shares to the third party, shall inform on it non-public society which charter provides the privilege of acquisition of alienable shares. The notice shall contain specifying on the number of alienable shares, their price and other conditions of alienation of shares. No later than two days from the date of receipt of the notice society shall notify shareholders on the contents of the notice according to the procedure provided for the message on holding general shareholder meeting if other procedure for the notice is not provided by the charter of non-public society. If other is not provided by the charter of society, the notice of shareholders of society is performed for the shareholder account, intended to perform alienation of the shares.

The shareholder has the right to perform alienation of shares to the third party provided that other shareholders of society and (or) society will not use the privilege of acquisition of all alienable shares within two months from the date of receipt of the notice by society if shorter term is not provided by the charter of society. If alienation of shares is performed according to the purchase and sale agreement, such alienation shall be performed at the price and on conditions which are reported to society. The term of implementation of the privilege provided by the charter of society cannot be less than 10 days from the date of receipt of the notice by society. The term of implementation of the privilege stops if before its expiration from all shareholders of society written applications about use of the privilege or about refusal of its use are received.

In case of alienation of shares of non-public society with violation of the privilege the shareholders having such privilege, or society if its charter provides the privilege of acquisition of shares by it, within three months from the date of when the shareholder of society or society was learned or shall learn about this violation, had the right to demand judicially transfer of the rights to them and obligations of the acquirer and (or) transfer of aloof shares to them with payment to the acquirer of their price for the purchase and sale agreement or the price determined by the charter of society, and in case of alienation of shares on others, than the purchase and sale agreement, to transactions - transfers of aloof shares to them with payment to their acquirer of the price determined by the charter of society if it is proved that the acquirer knew or shall know about availability in the charter of society of regulations on the privilege.

5. By the charter of non-public society need of receipt of consent of shareholders to alienation of shares to the third parties can be provided. The specified provision of the charter of non-public society is effective during the certain term provided by its charter, but no more than within five years from the date of state registration of non-public society or from the date of state registration of corresponding changes in the charter of society.

If the charter of non-public society provides need of receipt of consent of shareholders to alienation of shares, such consent is considered received provided that within 30 days or in shorter time determined by the charter of society from the date of receipt by society of the notification on intention to perform alienation of shares in society statements of shareholders for refusal in consent on alienation of shares did not arrive. The procedure for the direction of the notifications and statements provided by this paragraph is determined by the charter of non-public society.

In case of alienation of shares with violation of the provisions of the charter of non-public society specified in this Item the shareholders who refused to agree to alienation of shares within three months from the date of when they learned or shall learn about such violation, had the right to take a legal action with the requirement about recognition of the invalid transaction about alienation of shares if it is proved that the acquirer knew or shall know about availability in the charter of society of regulations on need of receipt of consent of shareholders to alienation of shares.

6. The charter of non-public society or the decision on placement of the additional shares or issued securities converted into shares which is made by general shareholder meeting unanimously all shareholders of non-public society can provide that shareholders have no privilege of acquisition of the placed additional shares or issued securities converted into shares.

7. Subsidiary duties of shareholders of society, in addition to provided by the Civil code of the Russian Federation for members of economic societies, can be provided by the charter only of non-public society.

8. 5 - 7 these Articles of provision established by Items 3, can be provided by the charter of non-public society under its organization or are introduced in its charter, changed and excluded from its charter according to the decision made by general shareholder meeting unanimously all shareholders of society.";

Chapter I to add 6) with Articles 7.1 and 7.2 of the following content:

"Article 7.1. Acquisition of the public status by non-public society

1. Non-public society acquires the status of public society (the public status) by entering into the charter of society of the changes containing specifying on the fact that society is public.

Society has the right to provide for entering into the Unified State Register of Legal Entities of the data on the trade name of society containing specifying on the fact that such society is public, on condition of registration of the prospectus of its shares and the conclusion by society of the contract with the organizer of trade on listing of its shares.

Non-public society acquires the public status from the date of state registration of the specified changes in its charter and entering into the Unified State Register of Legal Entities of data on the trade name of such society containing specifying on the fact that society is public.

2. The decision on entering into the charter of non-public society of the changes containing specifying on the fact that such society is public is accepted by general shareholder meeting the majority in three quarters of voices of all shareholders - shareholders of each category (type) if the charter of non-public society does not provide need of bigger poll. Along with the general shareholder meeting specified by the decision can be accepted the decision on entering into the charter of society of changes regarding its reduction in compliance with the requirements established for public society and (or) the decision on placement by means of open subscription of additional shares of society.

If along with the decision on entering into the charter of non-public society of the changes containing specifying on the fact that such society is public the decision on entering into the charter of non-public society of changes regarding its reduction in compliance with the requirements established for public society is made, the first decision becomes effective from the date of state registration of changes in the charter of non-public society regarding its reduction in compliance with requirements to public society. In this case the specified decisions are made by general shareholder meeting the majority in three quarters of voices of all shareholders - shareholders of each category (type) if the charter of non-public society does not provide need of bigger poll, and in the presence of the preferred shares specified in Item 6 of article 32 of this Federal Law, also unanimously by all shareholders - owners of such preferred shares.

3. Registration of the prospectus of shares in case of acquisition of the public status by society can be performed along with state registration of their release (additional release).

Documents for registration of the prospectus of shares and if its registration is performed along with state registration of release (additional release) of shares, also documents for state registration of release (additional release) of shares are submitted to the Bank of Russia before entering into the Unified State Register of Legal Entities of data on the trade name of society containing specifying on the fact that society is public. In this case the decision on registration of the prospectus of shares and if its registration is performed along with state registration of release (additional release) of shares, also the decision on state registration of release (additional release) of shares are accepted by the Bank of Russia before entering into the Unified State Register of Legal Entities of the data provided by this Item and become effective from the date of entering of the corresponding data into the specified register.

4. The additional bases for refusal in registration of the prospectus of shares, state registration of release (additional release) of shares in case of acquisition of the public status by non-public society are:

1) discrepancy of the size of the authorized capital and placed shares of society, charter provisions, and also structure and structure of bodies of society to the requirements established by the Civil code of the Russian Federation and this Federal Law for public society;

2) lack of the contract with the organizer of trade on listing of shares of society signed by society.

Article 7.2. Termination of the public status of society

1. The public status of society stops by entering into its charter of the changes excluding specifying on the fact that society is public. The public status of society stops from the date of state registration of the specified changes in its charter and entering into the Unified State Register of Legal Entities of data on the trade name of such society which is not containing specifying on the fact that society is public.

2. The termination of its public status by society is allowed in case of simultaneous observance of the following conditions:

1) the shares of society or issued securities of society converted into its shares are not in process of placement by means of open subscription and are not admitted to organized trading;

2) the Bank of Russia makes the decision on release of society from obligation to open information, stipulated by the legislation the Russian Federation about securities.

3. The decision on entering into the charter of public society of the changes excluding specifying on the fact that society is public is accepted along with the decision on the appeal of society to the Bank of Russia with the statement for release it from obligation to open information, stipulated by the legislation the Russian Federation about securities, and the decision on the address with the statement for delisting of the shares and issued securities converted into shares. Such decisions are made within one question of the agenda of general shareholder meeting. Decisions concerning the agenda, provided by this Item, are accepted by general shareholder meeting the majority in 95 percent of votes of all shareholders - shareholders of society of all categories (types).

4. The shareholders of public society who were voting against or not taking part in vote on the question specified in Item 3 of this Article, having the right to require the redemption society of the stocks owned by them according to the rules established by articles 75 and 76 of this Federal Law.

Decisions on the question specified in Item 3 of this Article become effective provided that the total quantity of shares concerning which requirements about the redemption are declared does not exceed the number of shares which can be redeemed by society taking into account restriction, stipulated in Item the 5th article 76 of this Federal Law.";

7) in Article 9:

a) add Item 2 with the words "and approvals of the registrar of society";

b) the paragraph one of item 4 after words "audit committee (auditor) of society," to add with the words "approval of the registrar of society";

8) the paragraph one of Item 2 of Article 10 to declare invalid;

9) in Article 11:

a) in Item 3:

paragraphs the fourth and tenth to recognize invalid;

the twelfth to state the paragraph in the following edition:

"Restrictions of number of the shares belonging to one shareholder, and their total nominal value, and also the maximum poll, provided to one shareholder can be set by the charter of non-public society. The specified provisions can be provided by the charter of society under its organization or are brought in its charter, changed and excluded from its charter according to the decision made by general shareholder meeting unanimously all shareholders of society.";

b) add with Item 3.1 of the following content:

"3.1. The charter of public society along with the data specified in Item 3 of this Article also shall contain:

1) specifying on the public status of society;

2) specifying on availability in structure of governing bodies of society of the board of directors (supervisory board), its competence and procedure for adoption of decisions by it.";

Item 5 of Article 12 to declare 10) invalid;

11) in Article 15:

a) in Item 6.2 "financial" to replace the word with the word "reporting", to replace the word "financial" with the word "reporting";

b) add with Item 8 of the following content:

"8. By the charter of non-public society concerning certain categories (types) of shares procedure (including disproportion) their convertings can be provided in shares of other society created as a result of reorganization of society and (or) procedure (including disproportion) their exchange for shares of participants in the authorized capital of limited liability company, share or deposits in the share capital of economic partnership or shares of the members of production cooperative created as a result of reorganization of society.

The provisions provided by this Item can be provided by the charter of non-public society under its organization or are brought in its charter, changed and excluded from its charter according to the decision made by general shareholder meeting unanimously all shareholders of society.";

The subitem 8 of Item 3 of Article 16 to state 12) in the following edition:

"8) the name of the registrar of the created society and data on its location.";

The subitem 9 of Item 3 of Article 18 to state 13) in the following edition:

"9) the name of the registrar of each created society and data on its location.";

The subitem 9 of Item 3 of Article 19 to state 14) in the following edition:

"9) the name of the registrar of the created society and data on its location.";

15) in Article 25:

a) state Items 1 and 2 in the following edition:

"1. The authorized capital of society is constituted from share par value of society, acquired by shareholders.

Society places ordinary shares and has the right to place one or several types of preferred shares. All shares of society are paperless.

Nominal value of all ordinary shares of society shall be identical. Nominal value of preferred shares of one type I will also eat around the rights granted by them shall be identical.

Under organization of society all its shares shall be placed among founders.

2. Nominal value of the placed preferred shares of society shall not exceed 25 percent from the authorized capital of society. Public society has no right to place preferred shares which nominal value is lower than nominal value of ordinary shares.";

b) Item 3 in paragraph one "closed" to replace the word with the word of "non-public";

Article 26 to state 16) in the following edition:

"Article 26. Minimum authorized capital of society

The minimum authorized capital of public society shall constitute hundred thousand rubles. The minimum authorized capital of non-public society shall constitute ten thousand rubles.";

17) Article 27 to add with Item 3 following of content:

"3. The decision on entering into the charter of non-public society of the changes and amendments connected with the regulations on the announced preferred shares of society provided by this Article which are stipulated in Item the 6th article 32 of this Federal Law except for of the changes connected with reduction of their quantity by results of placement of additional shares is accepted by general shareholder meeting unanimously all shareholders of society.";

The paragraph the tenth Item 3 of Article 29 to state 18) in the following edition:

"Persons having the right to the money and (or) issued securities acquired by shareholders of society based on the decision on reduction of the authorized capital of society by reduction of share par value are determined fixed) for date of converting of shares in the share with smaller nominal value. If the decision on reduction of the authorized capital of society is made taking into account results of consolidation or share split of other society, persons having the right to money and (or) the shares of other society acquired by shareholders of society according to this Item are determined fixed) for date of state registration of the report on the results of share issue of other society placed in case of consolidation or crushing. The decision on consolidation or share split of other society and the decision on reduction of the authorized capital of society can be accepted at the same time.";

19) in Article 32:

a) to declare paragraph two of Item 1 invalid;

b) in paragraph one of item 4 of the word "and also question, stipulated in Article 92.1 presents of the Federal Law" shall be replaced with words "and also questions, stipulated in Item 3 Articles 7.2 and article 92.1 of this Federal Law";

c) add with Item 6 of the following content:

"6. By the charter of non-public society one or several types of the preferred shares providing in addition to or instead of the rights provided by this Article, voting power according to all or some questions of competence of general shareholder meeting including in case of origin or the termination of certain circumstances (making or non-execution by society or its shareholders of certain actions, approach of certain term, acceptance or rejection by general shareholder meeting or other bodies of society of certain decisions during certain term, alienation of shares of society to the third parties with violation of regulations of the charter of society on the privilege of their acquisition or about receipt of consent of shareholders of society to their alienation and other circumstances), the privilege of acquisition of the shares of certain categories (types) placed by society and other additional rights can be provided. Regulations on preferred shares with the specified rights can be provided by the charter of non-public society under its organization either are brought in the charter or excluded from it according to the decision made by general shareholder meeting unanimously all shareholders of society. The specified provisions of the charter of non-public society can be changed according to the decision made by general shareholder meeting unanimously all shareholders - owners of such preferred shares and the majority in three quarters of voices of shareholders - owners of other voting shares participating in general shareholder meeting.";

20) in Article 32.1:

a) the paragraph one of Item 1 after the word "abstain" to add with the word "to (refuse)";

b) to declare paragraph two of item 4 invalid;

c) add with Item 4.1 of the following content:

"4.1. The shareholders of society who signed the shareholders' agreement shall notify society on the fact of its conclusion no later than 15 days from the date of its conclusion. By agreement of the parties the shareholders' agreement the notification to society can be sent to one of its parties. In case of non-execution of this obligation shareholders of society, not being the parties of the shareholders' agreement having the right to require compensation of the losses caused to them.";

d) in Item 5:

the paragraph one to state in the following edition:

"5. Person which acquired the right to determine voting procedure at general shareholder meeting by shares of public society according to the shareholders' agreement shall notify public society on such acquisition if as a result of such acquisition this person independently or jointly with affiliated by person or persons directly or indirectly has opportunity to dispose more than 5, 10, 15, 20, 25, 30, of 50 or 75 percent of votes on the placed ordinary shares of public society. Such notification shall contain data about:";

"trade name" to add paragraph two after words with the word of "public";

e) add with Item 5.1 of the following content:

"5.1. Public society opens information containing in the notifications specified in this Article, according to the procedure, stipulated by the legislation to the Russian Federation about securities.";

In paragraph three of Item 3 of Article 34 the word "independent" and the word "independent" to exclude 21);

22) in Article 35:

a) the paragraph one of Item 3 to state in the following edition:

"3. Net assets value of society is determined by accounting data according to the procedure, established by the authorized Government of the Russian Federation federal executive body, and in the cases provided by the Federal Law, the Central bank of the Russian Federation.";

b) state item 4 in the following edition:

"4. If upon termination of the second accounting year or each next accounting year net assets value of society appears less than its authorized capital, the board of directors (supervisory board) of society by preparation for the annual general shareholder meeting shall include the Section on condition of its net assets in structure of the annual statement of society.";

c) to state the subitem 1 of Item 5 in the following edition:

"1) the indicators characterizing dynamics of change in value of net assets and the authorized capital of society in three last complete accounting years or if society exists less than three years, for each complete accounting year;";

d) the paragraph one of Item 6 to state in the following edition:

"6. If net assets value of society remains less than its authorized capital upon termination of the accounting year following after the second accounting year or each next accounting year upon termination of which net assets value of society appeared less than its authorized capital including in case, stipulated in Item the 7th this Article society not later than in six months after the termination of the corresponding accounting year accept one of the following decisions:";

e) in Item 7 "financial" to replace the word with the word "reporting", "financial" to replace the word with the word "reporting";

e) in Item 8:

in subitem 2 "financial" to replace the word with the word "reporting", to replace the word "financial" with the word "reporting";

in subitem 3 "financial" to replace the word with the word "reporting", "financial" to replace the word with the word "reporting";

g) in Item 11 "financial" to replace the word with the word of "reporting";

23) in Article 39:

a) state Item 2 in the following edition:

"2. Public society has the right to carry out share placing and the issued securities converted into its shares by means of both the open, and closed subscription. The possibility of carrying out the closed subscription by public societies can be limited to the charter of public society and legal acts of the Russian Federation.

Non-public society has no right to carry out share placing and the issued securities converted into its shares by means of open subscription or to otherwise offer them for acquisition to the unrestricted group of people.";

b) add Item 3 with the paragraph of the following content:

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