FEDERAL LAW OF THE RUSSIAN FEDERATION

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

Accepted by the State Duma on June 24, 2016

Approved by the Federation Council on June 29, 2016

Article 1

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; 2001, No. 33, Art. 3423; 2002, No. 45, Art. 4436; 2004, No. 49, Art. 4852; 2006, No. 1, Art. 5, 19; No. 2, Art. 172; No. 31, Art. 3445; 2009, No. 23, Art. 2770; No. 29, Art. 3642; 2011, No. 1, Art. 13; No. 49, Art. 7024; 2012, No. 53, Art. 7607; 2013, No. 30, Art. 4043, 4084; No. 45, Art. 5797; No. 51, Art. 6699; 2015, No. 27, Art. 4001; 2016, No. 23, Art. 3296) following changes:

1) in Item 1 of Article 48:

a) in subitem 15 of the word "about approval" shall be replaced with words "about consent to making or on the subsequent approval";

b) in subitem 16 of the word "about approval" shall be replaced with words "about consent to making or on the subsequent approval";

2) in Article 49:

a) in item 4 of the word "in subitems 1-3, 5, 17 and 19.2" shall be replaced with words "in subitems 1 - 3, 5, 16, 17 and 19.2";

b) in Item 9 of the word "about approval of large deals and" shall be replaced with words "about consent to making or on the subsequent approval of large deals and consent to making or on the subsequent approval";

3) paragraph one of Item 3 of article 52 after the words "before date of general shareholder meeting" to add with words "the conclusions of the board of directors (supervisory board) of society about large deal, the report on the bargains concluded by society in reporting year in which making there is interest,";

4) in Item 1 of Article 65:

a) state subitem 15 in the following edition:

"15) the consent to making or the subsequent approval of transactions in the cases provided by this Federal Law;";

b) in subitem 16 the word "approval" shall be replaced with words "consent to making or the subsequent approval";

The second Item 7 of Article 68 of the word "large deals and transactions in which making there is interest" shall be replaced with words 5) in the paragraph "transactions, consent to which making is referred by the law or the charter of society to competence of the board of directors (supervisory board) of society";

Item 2 of Article 69 to add 6) with the paragraph of the following content:

"Need of receipt of consent of the board of directors (supervisory board) of society or general shareholder meeting to making of certain transactions can be provided by the charter of society. In the absence of such consent or the subsequent approval of the corresponding transaction it can be disputed by persons specified in paragraph one of Item 6 of article 79 of this Federal Law on the bases, stipulated in Item 1 Article 174 of the Civil code of the Russian Federation.";

Paragraph two of Item 1 of Article 75 to state 7) in the following edition:

"adoptions by general shareholder meeting of the decision on reorganization of society or about consent to making or on the subsequent approval of large deal which subject is the property which cost constitutes more than 50 percent of the book value of assets of society determined by data of its accounting (financial) records on the last reporting date (including at the same time being transaction in which making there is interest) if they voted against decision making about reorganization of society or against the decision on consent to making or on the subsequent approval of the specified transaction or did not take part in vote on these questions;";

8) in Article 77:

a) in Item 1:

in paragraph four the second offer to state in the following edition: "In public society the price (money value) of property is determined by a majority vote the directors who are not interested in transaction and conforming to requirements, stipulated in Item 3 articles 83 of this Federal Law if need of bigger poll of the specified directors is not provided by the charter of public society.";

the fifth to state the paragraph in the following edition:

"If the number of the directors who are not interested in transaction, and in public society makes the number of the directors who are not interested in transaction and meeting the requirements, stipulated in Item 3 articles 83 of this Federal Law the quorum which was less determined by the charter for holding meeting of the Board of Directors (supervisory board) of society, the price (money value) of property is determined by the solution of the board of directors (supervisory board) of society unanimously all board members (supervisory board) of society, at the same time voices of the disposed board members (supervisory board) of society are not considered if the charter of society does not provide that the price (money value) of property is subject to determination by the decision of general shareholder meeting made according to the procedure, stipulated in Item 4 articles 83 of this Federal Law.";

b) in item 4:

word in paragraph one "solutions of the board of directors (supervisory board) of the society provided" shall be replaced with words "decisions of general shareholder meeting or the solutions of the board of directors (supervisory board) of society provided";

in the paragraph the second words "solutions of the board of directors (supervisory board) of the society provided" shall be replaced with words "decisions of general shareholder meeting or the solutions of the board of directors (supervisory board) of society provided";

9) in Article 78:

a) state Item 1 in the following edition:

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