Sample charter with 2 founders. Drawing up the charter of an LLC with two founders. Sample charter. What is a standard and individual charter

What information must be reflected in the charter of an LLC with two founders/participants

The constituent document of a limited liability company (hereinafter referred to as LLC) must first of all contain the information provided for in paragraph 2 of Art. 12 of the Law “On LLC” dated 02/08/1998 No. 14-FZ (hereinafter referred to as Law No. 14-FZ), as well as the charter of any other LLC.

If there are 2 founders/participants in an LLC, there is a high probability of corporate disputes arising regarding the activities of the legal entity, especially if the shares of the participants in the authorized capital are equal. Taking into account this probability, it is worthwhile to establish specific provisions in the charter, with the help of which certain contradictions between the participants of the LLC can be resolved in the future, for example:

the need to obtain consent from another participant to transfer a share in the authorized capital of the LLC upon inheritance;
regulations for the withdrawal of participants from the LLC;
nuances of determining the number of votes when making certain decisions, etc.

A conflict between LLC participants that cannot be resolved out of court may subsequently lead to the exclusion of one of the parties to the dispute from among the participants or to the liquidation of the legal entity (Article 10 of Law No. 14-FZ, subparagraph 5 of paragraph 3 of Article 61 of the Civil Code of the Russian Federation).

Example of an LLC charter with two founders (2018 - 2019)

As a template for such a charter, you can use the version of the document we provided: Charter of an LLC with two founders (sample).

If there are more than 1 founders, this also affects the procedure for formalizing the decision of the founders: based on the results of their general meeting, the corresponding protocol is signed (and not the decision of the only participant). This document will subsequently be mentioned on the title page of the charter as the basis for its approval.

So, the legal requirements for the content of the charter for an LLC created by 2 founders do not differ from the requirements for the constituent documents of an LLC with a different number of founders. At the same time, the structure of the charter must include provisions, the list of which is regulated by clause 2 of Art. 12 of Law No. 14-FZ. It is also recommended to fix provisions whose purpose is to prevent blocking of LLC activities in the event of a conflict between participants.

Constituent document and the procedure for its adoption by two participants

The charter of an LLC with two founders in 2018 still remains the only constituent document of the organization on the basis of paragraph. 1 clause 1 art. 12 of the Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ. It is the main document of the organization of this legal form, on the basis of which it carries out its financial and economic activities.

By virtue of paragraph 2 of Art. 11 of Law 14-FZ, approval of the charter is carried out by a decision on the establishment of a company. Moreover, in accordance with paragraph 1 of this norm, this decision is made either by several or by one founder. Accordingly, the law does not specify any specifics in relation to companies with two or more participants.

The procedure for adopting the charter of an LLC is provided for in Art. 11 and 12 of Law 14-FZ. The decision is made at a general meeting; accordingly, both founders must be present. In addition, both founders must also vote to approve the charter.

The document must contain everything provided for in paragraph 2 of Art. 12 of Law 14-FZ clauses and sections (and may also contain other information not specified in the law). The charter is drawn up in simple written form and can be printed on both sides of the sheet. The decision taken to approve the charter is reflected in the minutes of the meeting.

By virtue of paragraph 1 of Art. 12 of Law 14-FZ, organizations can use standard charters in their activities. In this case, the founders make and record in the minutes a decision that in its activities such a company will be guided by a standard charter. However, in practice, this possibility has not been implemented at the legislative level, since model charters have not been approved, and accordingly, it will not be possible to apply them in practice.

The charter of an LLC with two founders does not have any specific content and is subject to the general rules established by clause 2 of Art. 12 of Law 14-FZ.

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Based on this norm, the following points should be included in the document:

name of the organization and its location;
governing bodies of the LLC and their powers of management and decision-making;
information about the authorized capital;
rights and obligations of participants;
rules for the withdrawal of a participant from the organization, alienation of shares, consequences of such actions;
paperwork in the organization (in particular, storage of official papers and rules for familiarizing interested parties with it).

Also, the constituent document must include other clauses provided for by law as mandatory. For example, if an organization has a board of directors as its governing body, such information must be reflected in the charter in accordance with Art. 32 of Law 14-FZ. The founders have the right to supplement the charter with any information necessary from their point of view, which does not directly contradict the legislation at the time of drafting. Subsequently, after the organization is created, changes can be made to the document, with mandatory registration in the Unified State Register of Legal Entities.

You can download a sample charter of an LLC 2018 with two founders from the link:

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In conclusion, we note that the charter of the company is drawn up and adopted according to the general rules provided for in Art. 11 and 12 of Law 14-FZ, regardless of how many founders (two or more) are in the LLC.

You will also be interested in reading the materials that we wrote specifically for our

We prepare the charter of the LLC and print it out in two copies, both are submitted to the tax office, you will receive one of them with the tax office stamp after registration. The samples are current for 2019.

LLC charter sample several founders

LLC charter sample one founder

At the moment, it is not necessary to stitch the charter, protocol and sheets of the completed application when submitting for state registration (Letter of the Federal Tax Service dated September 25, 2013 N SA-3-14/3512@), they can be fastened with a stapler or simple paper clips.

The charter of an LLC is the only constituent document that defines the relationship between the founders of the company, the legal entity itself and its manager. According to statistics from the Federal Tax Service, the majority of LLCs created consist of a single founder, who is also a director. Based on this, the idea arose of creating a standard LLC charter containing the most basic requirements, which does not need to be drawn up. A model charter appeared in legislation on January 1, 2016, but in fact it still does not exist, and is expected no earlier than 2019. The standard LLC charter is not mandatory, but is only intended to facilitate the procedure for the initial registration of an LLC, so the charter can still be and is recommended to be created at your own discretion.

The charter of an LLC is one of the most important documents of a company. When a company has not one founder, but two, there are more rules to draw up. We will give practical recommendations for writing and an example of a Charter with two founders in 2017.

LLC name.
LLC address (enough locality). The legal address is entered into the Unified State Register of Legal Entities, and if it changes, but the locality remains the same, you will need to change the data in the Unified State Register of Legal Entities.
The management team of the company and its competencies. Here we should consider the decision-making mechanism.
Information about (size).
Rights and obligations of participants.
If the Charter allows free withdrawal from the founding council, you need to write how it will take place, as well as its consequences.
or part thereof to another person. It is also necessary to consider how the alienation, protection, and compensation of the value of the shares of former participants occurs.
Storage and provision of documents.
When changing your legal address and making changes to the Unified State Register of Legal Entities, use form P14001.

Branches of LLC.
Activities.
Profit distribution.
Voting for changing the authorized capital. The decision is made by two-thirds of the votes, but a rule on unanimous decision-making can be introduced into the Charter.
Establishment of the rule on obtaining consent for the free alienation of one’s share by other participants in the company.
Prohibition on inheritance of shares.
Prohibition on placing a share as collateral.

Registration of the Charter

When drawing up the Charter on paper, put down the page numbers (except for the title page). At the end, attach the sealing sheet. It contains information about the number of pages, a signature and seal are also placed there. Sew the Charter. To draw up the Charter, you can download a sample.

The charter of an LLC with two participants is slightly different from the standard charter: the rights and obligations of both participants in the company must be spelled out there. Please note the changes to the model charter, current in 2017. And take the creation of the document as seriously as possible: everything indicated there will be important for future activities.

The charter of an LLC is the main constituent document when creating a legal entity (organization). The purpose of the document is to formulate rules and codes by which society will operate. The organization's charter determines: the legal status of the company, the structure and structure of the organization, types of activities, relationships between the founders, as well as the rights and obligations of both the participants and the company itself.
This page provides a sample charter for an LLC with two or more founders. This charter is approved at the general meeting of founders, through. By customizing this sample for yourself, you can use it to register a limited liability company.

Charter of an LLC with two or more founders. Sample in 2019.

CHARTER OF A LIMITED LIABILITY COMPANY
« YOUR NAME»
(sample charter of an LLC when it is created by several founders)

"APPROVED"
General meeting of founders
Protocol No. 01 dated “___” __________ 20__

1. GENERAL PROVISIONS

1.1 Limited liability company " YOUR NAME", hereinafter referred to as the "Company", was created in accordance with the Federal Law of 02/08/1998 No. 14-FZ "On Limited Liability Companies" and the Civil Code of the Russian Federation.
1.2 Full corporate name of the Company in Russian: Limited Liability Company " YOUR NAME».
1.3 Abbreviated corporate name of the Company in Russian: LLC " YOUR NAME».
1.4 Location of the Company: city, enter as required
The location of the Company is determined by the place of its state registration on the territory of the Russian Federation.

2. LEGAL STATUS OF THE COMPANY

2.1 The Company was created for an unlimited period of activity.
2.2 The Company is considered created as a legal entity from the moment of its state registration. The legal capacity of a legal entity arises from the moment information about its creation is entered into the unified state register of legal entities and terminates when information about its termination is entered into the said register.
2.3 From the moment of its creation, the Company may own separate property, which is accounted for on its independent balance sheet, enter into contracts on its own behalf, exercise property and personal non-property rights, bear responsibilities, and act as a plaintiff and defendant in court. In its activities, the Company is guided by current legislation and this Charter.
2.4 The Company has a round seal containing its full corporate name in Russian, has the right to have stamps and forms with its own name, its own emblem, as well as a duly registered trademark and other means of individualization.
2.5 The Company has the right to open bank accounts in the prescribed manner on the territory of the Russian Federation and abroad.
2.6 From the moment of state registration, the Company maintains a list of participants indicating information about each participant, the size of his share in the authorized capital and its payment, as well as the size of shares owned by the Company, the dates of their transfer to the Company or acquisition by the Company.

3. PURPOSE AND SUBJECT OF THE COMPANY’S ACTIVITIES

3.1 The Company is created with the aim of satisfying the needs of legal entities and individuals for work, goods and services not prohibited by the legislation of the Russian Federation, as well as generating profit from its activities. In accordance with the Civil Code of the Russian Federation LLC " YOUR NAME» is a corporation, non-public company, commercial organization.
3.2 The Company has civil rights and obligations necessary to carry out any types of economic activity, including foreign economic activity, not prohibited by the legislation of the Russian Federation.
3.3 The right of a legal entity to carry out activities for which it is necessary to obtain a special permit (license), membership in a self-regulatory organization or obtaining a certificate of a self-regulatory organization for admission to a certain type of work arises from the moment of receipt of such a permit (license) or within the period specified therein, or from the moment a legal entity joins a self-regulatory organization or a certificate of admission to a certain type of work is issued by a self-regulatory organization and terminates upon termination of the permit (license), membership in a self-regulatory organization or a certificate of admission to a certain type of work issued by a self-regulatory organization.

4. RESPONSIBILITY OF THE SOCIETY

4.1 The Company is liable for its obligations with all its property.
4.2 The Russian Federation, constituent entities of the Russian Federation and municipalities are not liable for the obligations of the Company, just as the Company is not responsible for the obligations of the Russian Federation, constituent entities of the Russian Federation and municipalities.
4.3 The Company is not liable for the obligations of the Participants. Participants are not liable for the obligations of the Company and bear the risk of losses associated with the activities of the Company, within the value of the paid shares in the authorized capital of the Company. Participants of the Company who have not fully paid for their shares in the Authorized Capital of the Company bear joint liability for its obligations to the extent of the value of the unpaid portion of the share of each of the Participants.
4.4 The Company is liable for its obligations with all its property. The company is not liable for the obligations of its participants. In the event of insolvency (bankruptcy) of the Company through the fault of its participants or through the fault of other persons who have the right to give instructions binding on the Company or otherwise have the opportunity to determine its actions, these participants or other persons in the event of insufficiency of the Company's property may be assigned subsidiary liability according to his obligations.
4.5 A company that fails to fulfill an obligation or performs it improperly is liable only if there is fault (intention or negligence). A company that fails to fulfill or improperly fulfills an obligation when carrying out business activities is liable unless it proves that proper fulfillment was impossible due to force majeure, that is, extraordinary and unavoidable circumstances under the given conditions.

5. BRANCHES, REPRESENTATIVES

5.1 The Company may create branches and open representative offices on the territory of the Russian Federation in compliance with the requirements of Federal laws. The creation by the Company of branches and the opening of representative offices outside the territory of the Russian Federation is carried out in accordance with the current legislation of the Russian Federation and the legislation of the foreign state at the location of the branches and representative offices, unless otherwise provided by international treaties of the Russian Federation.
5.2 The branch and representative office are not legal entities; they act on the basis of the provisions approved by the Company. The branch and representative office are endowed with property by the company that created them, which is accounted for both on their separate balance sheets and on the balance sheet of the Company. The head of the branch and the head of the representative office are appointed by the Company and act on the basis of a power of attorney issued by the Company.
5.3 The branch and representative office carry out their activities on behalf of the Company that created them. The Company that created them is responsible for the activities of the branch and representative office.
5.4 Information about branches and representative offices of the Company must be reflected in this Charter.

6. SUBSIDIARIES AND DEPENDENT COMPANIES

6.1 The Company may have subsidiaries and dependent business companies with the rights of a legal entity, created on the territory of the Russian Federation in accordance with the law.
6.2 A legal entity is recognized as a subsidiary of the Company if the Company, by virtue of its predominant participation in the authorized capital of this legal entity, or in accordance with an agreement concluded between them, or otherwise has the ability to determine decisions made by such a legal entity.
6.3 The subsidiary is not liable for the Company’s debts.
6.4 The Company has the right to give instructions to its subsidiary that are binding on it, and the Company is jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions.
6.5 In the event of insolvency (bankruptcy) of a subsidiary due to the fault of the Company, by a court decision the latter may be held subsidiary liable for the debts of the subsidiary if the property of this subsidiary is insufficient. Participants of a subsidiary Company have the right to demand compensation from the Company for losses caused to the subsidiary Company through its fault.
6.6 A legal entity is recognized as dependent in relation to the Company if the Company has more than twenty percent of the authorized capital of this legal entity. A company that has acquired more than twenty percent of the voting shares of a joint stock company or more than twenty percent of the authorized capital of another limited liability company is obliged to immediately publish information about this in the press organ in which data on state registration of legal entities is published.

7. AUTHORIZED CAPITAL OF THE COMPANY

7.1 The authorized capital of the Company determines the minimum amount of property that guarantees the interests of its creditors and is 10,000 rubles. 00 kop. The authorized capital of the Company is divided into shares, which are expressed as a percentage and divided between the Members of the Company.
7.2 The size of the authorized capital of the Company and the nominal value of the shares of the Company's participants are determined in rubles.
7.3 The share of a Company Member provides voting rights only within the limits of the paid-up portion of his share.
7.4 The actual value of the share of a participant in the Company corresponds to a part of the value of the Company’s net assets, proportional to the size of his share.
7.5 Payment for shares in the authorized capital of the company can only be made in cash.

8. INCREASE IN THE SIZE OF THE AUTHORIZED CAPITAL OF THE COMPANY

8.1 An increase in the authorized capital of the Company is permitted only after its full payment.
8.2 An increase in the authorized capital of the Company may be carried out at the expense of the Company’s property and at the expense of additional contributions of participants.
8.3 The increase in the authorized capital of the Company at the expense of its property is carried out by decision of the general meeting of participants, adopted by a majority of at least two-thirds of the total number of votes of the Company's participants. A decision to increase the authorized capital of the Company at the expense of the Company’s property can be made only on the basis of the data in the Company’s financial statements for the year preceding the year during which such a decision was made. The amount by which the Company's authorized capital is increased at the expense of its property must not exceed the difference between the value of the Company's net assets and the amount of the Company's authorized capital and reserve fund. When increasing the authorized capital of the Company at the expense of its property, the nominal value of the shares of all participants in the Company increases proportionally without changing the size of their shares.
8.4 The increase in the authorized capital of the Company by making additional contributions by all members of the Company is carried out by decision of the general meeting of participants, adopted by a majority of at least two-thirds of the votes of the total number of votes of the Company's participants. This decision determines the total cost of additional deposits, and also establishes a uniform ratio for all members of the Company between the cost of an additional contribution of a member of the Company and the amount by which the nominal value of his share is increased. This ratio is established based on the fact that the nominal value of a company participant’s share can increase by an amount equal to or less than the value of his additional contribution. Each participant in the company has the right to make an additional contribution not exceeding part of the total cost of additional contributions, proportional to the size of the share of this participant in the authorized capital of the company. No later than one month from the date of expiration of the period for making additional contributions, the general meeting of the Company's participants must make a decision on approving the results of making additional contributions by the Company's participants and on introducing amendments to the Company's charter related to increasing the size of the Company's authorized capital.
8.5 The General Meeting of Participants of the Company may decide to increase its authorized capital based on an application from a participant of the Company to make an additional contribution. This decision is made unanimously by all members of the Company. The application of a Company participant must indicate the size and composition of the contribution, the procedure and deadline for making it, as well as the size of the share that the Company participant would like to have in the authorized capital of the Company.
8.6 Simultaneously with the decision to increase the authorized capital of the Company, on the basis of an application from a member of the Company or applications from members of the Company to make an additional contribution, a decision must be made to amend the charter of the Company in connection with the increase in the authorized capital of the Company, as well as a decision to increase the nominal value shares of a member of the Company or shares of members of the Company who submitted applications for making an additional contribution. Such decisions are made unanimously by all members of the Company. In this case, the nominal value of the share of each member of the Company who submitted an application for making an additional contribution increases by an amount equal to or less than the value of his additional contribution.
8.7 Additional contributions by the company's participants must be made no later than six months from the date of adoption by the general meeting of the company's participants of the decisions provided for in this paragraph.
8.8 The application for state registration of the changes provided for in this paragraph in the Charter of the Company must be signed by an authorized person of the Company. The statement confirms that additional contributions have been made in full by the Company's participants. The specified application and other documents attached to it, provided for by law, as well as documents confirming the full making of additional contributions by the Company's participants, must be submitted to the body carrying out state registration of legal entities within a month from the date of the decision to approve the results of making additional contributions by company participants or making additional contributions by company participants based on their applications.
8.9 For three years from the date of state registration of the relevant changes in the Charter of the Company, the participants of the Company jointly and severally bear, if the Company’s property is insufficient, subsidiary liability for its obligations in the amount of the cost of additional contributions not made.
8.10 If the increase in the authorized capital does not take place, the Company is obliged to return, within a reasonable period of time, the participants of the Company who made deposits in money, their deposits, and in case of non-return of deposits within the specified period, also pay interest in the manner prescribed by Article 395 of the Civil Code of the Russian Federation. For members of the Company who have made non-monetary contributions, the Company is obliged to return their deposits within a reasonable period of time, and in the event of non-return of deposits within the specified period, also to compensate for lost profits due to the inability to use the property contributed as a contribution.

9. REDUCING THE SIZE OF THE AUTHORIZED CAPITAL OF THE COMPANY

9.1 The Company has the right, and in cases provided for by the federal law “On Limited Liability Companies,” is obliged to reduce its authorized capital.
9.2 The reduction of the authorized capital of the Company is carried out by reducing the nominal value of the shares of all participants of the Company in the authorized capital and (or) by redeeming shares owned by the Company. Reduction of the authorized capital of the Company by reducing the nominal value of the shares of all participants in the Company must be carried out while maintaining the size of the shares of all participants in the Company.
9.3 The Company does not have the right to reduce its authorized capital if, as a result of such a reduction, its size becomes less than the minimum amount of authorized capital determined by law on the date of submission of documents for state registration of the relevant changes in the Charter of the Company. If at the end of the second and each subsequent financial year the value of the Company's net assets is less than its authorized capital, the Company is obliged to announce a reduction of its authorized capital to an amount not exceeding the value of its net assets and register such a decrease in the prescribed manner. If at the end of the second and each subsequent financial year the value of the Company's net assets is less than the minimum amount of the authorized capital established by law on the date of state registration of the Company, the Company is subject to liquidation.
9.4 Within thirty days from the date of the decision to reduce the authorized capital, the Company is obliged to notify in writing about the reduction of the authorized capital and its new amount to all creditors of the Company known to it, and also publish in the press organ in which data on the state registration of legal entities is published, a message about the decision made.
document Society and its new size.

10. PARTICIPANTS OF THE SOCIETY, THEIR RIGHTS AND OBLIGATIONS

10.1 Members of the Company may be Russian and foreign legal entities and individuals who recognize the Charter of the Company and have contributed to the Authorized Capital in the amounts and amounts established by the meeting of members of the Company.
10.2 The company cannot have another business company consisting of one person as its sole participant.
10.3 The number of members of the Society should not exceed fifty. Otherwise, it is subject to transformation into a joint-stock company within a year, and upon expiration of this period - liquidation through a judicial procedure, if the number of its participants does not decrease to the specified limit.
10.4 Members of the Society have the right:
participate in the management of the Company’s affairs;
receive information about the activities of the Company and get acquainted with its accounting books and other documentation in the prescribed manner;
to appeal decisions of the Company’s bodies (but only decisions entailing civil law consequences);
to challenge transactions concluded by the Company;
to compensate for losses caused to the Company;
the right to take part in the distribution of profits and claim the property remaining after settlements with creditors during the liquidation of the Company;
elect and be elected to the governing bodies of the Company;
make proposals and raise questions regarding the management of the Company’s activities;
participate in general meetings;
get acquainted with the agenda of the general meeting and submit your questions for consideration;
members of the Company have the right to demand in court the exclusion from the Company of a participant who grossly violates his duties or who, through his actions (inaction), makes the activities of the Company impossible or significantly complicates it.
10.5 Members of the Society are obliged to:
pay a share in the Authorized Capital of the Company in the manner, amounts and terms established by the Charter of the Company and the agreement on the establishment of the Company;
comply with the requirements of the Charter and decisions of meetings of the Company’s participants;
be liable for the obligations of the Company within the limits of the value of their shares in the Authorized Capital;
participate in decision-making, without which the Company cannot continue its activities, if without this participation a decision cannot be made (for example, on issues requiring a unanimous decision of the participants);
not to commit actions known to cause harm to the Company;
not to take actions that will make it difficult to achieve the Company’s goals or make it impossible to achieve these goals;
maintain confidentiality and trade secrets.
10.6 Participants of the Company bear the risk of losses associated with the activities of the Company, within the value of their shares in the authorized capital of the Company. Participants of the Company who have not fully paid for their shares bear joint liability for the obligations of the Company to the extent of the value of the unpaid portion of their shares in the authorized capital of the Company.

11. EXIT OF A PARTICIPANT FROM THE SOCIETY

11.1 A participant has the right to leave the company at any time by alienating his share to the company or demand that the company acquire a share in cases provided for by law and this Charter. The withdrawal of a participant from the company must be approved by the General Meeting of Participants. The decision is made unanimously.
11.2 The withdrawal of company participants from the Company, as a result of which not a single participant remains in the company, as well as the withdrawal of the only participant of the company from the company is not allowed.
11.3 In the event of a participant leaving the Company in accordance with Article 26 of the Federal Law “On Limited Liability Companies,” his share passes to the Company. The Company is obliged to pay to the Company participant who filed an application to leave the company the actual value of his share in the authorized capital of the company, determined on the basis of the company’s financial statements for the last reporting period preceding the day of filing the application to leave the company, or with the consent of this company participant to issue to him in kind property of the same value or, in the case of incomplete payment of his share in the authorized capital of the company, the actual value of the paid part of the share.

12. PROPERTY AND FUNDS OF THE COMPANY

12.1 The property of the Company consists of fixed assets and working capital, as well as other property, property and other rights that have a monetary value.
12.2 The property of the Company is formed from contributions of participants, income from its own activities, loans and credits, rent, leasing, and other transactions carried out by the Company.
12.3 The Company uses, owns and disposes of its property in the manner prescribed by the current civil legislation.
12.4 The Company’s property is accounted for on its independent balance sheet in the manner established by the federal law “On Accounting”, the Tax Code of the Russian Federation, and other legal acts.
12.5 The Company has the right to place bonds and other issue-grade securities in the manner prescribed by securities legislation. The issue of bonds is permitted after full payment of the Company's authorized capital.
12.6 To check and confirm the correctness of the annual reports and balance sheets of the Company, as well as to check the state of current affairs of the Company, it has the right, by decision of the general meeting of participants, to engage a professional auditor who is not connected by property interests with the Company, the General Director and the participants of the Company.
12.7 The Company has the right to create reserve and other funds at its discretion.
12.8 The decision on the formation of reserve and other funds, their size, procedure for formation and use is made by the General Meeting of Participants of the Company. The decision is made by two-thirds of the votes.

13. PROFIT DISTRIBUTION

13.1 The Company has the right to make a decision quarterly, once every six months or annually on the distribution of its net profit among the members of the Company. The decision to determine the portion of the Company's profit distributed among the participants is made by the general meeting of the Company's participants.
13.2 The portion of the Company’s profit intended for distribution among its participants is distributed in proportion to their shares in the authorized capital.
13.3 The Company does not have the right to make a decision on the distribution of its profits among participants in the following cases:
until full payment of the entire authorized capital of the Company;
before payment of the actual value of the share or part of the share of the Company participant in the cases provided for by this Charter;
if at the time of making such a decision the Company meets the signs of insolvency (bankruptcy) in accordance with the federal law on insolvency (bankruptcy) or if the specified signs appear in the Company as a result of such a decision;
if at the time such a decision is made, the value of the Company’s net assets is less than its authorized capital and reserve fund or becomes less than their size as a result of such a decision;
in other cases provided by law.

14. TRANSFER OF A PARTICIPANT’S SHARE TO ANOTHER PARTICIPANT

14.1 The transfer of a share or part of a share in the authorized capital of the Company to one or more members of the Company is carried out on the basis of a transaction, by way of succession or on another legal basis.
14.2 A member of the Company has the right to sell or otherwise alienate his share or part of the share in the authorized capital of the Company to one or more participants. Society. The consent of other members of the Company to carry out such a transaction is not required. The share of a member of the Company may be alienated until it is fully paid only in the part in which it has already been paid.
14.3 A transaction aimed at alienating a share or part of a share in the authorized capital of the Company is subject to notarization. Failure to comply with the notarial form of the specified transaction entails its invalidity. The notarization also certifies the authenticity of the signature of a Company participant on the application for waiver of the preemptive right to acquire a share in the authorized capital. Notarization of the transaction is not required when the Company acquires a share or part of a share in the authorized capital of the Company in cases provided for in Article 23 of the Federal Law “On Companies with limited liability”, when distributing the share owned by the Company among the members of the Company and selling the share to all or some members of the Company in accordance with Art. 24 of the Federal Law “On Limited Liability Companies”, when a share is alienated to the Company by a participant leaving the Company, as well as when a Company participant uses the pre-emptive right to purchase by sending an offer to sell a share or part of a share and its acceptance.

15. TRANSFER OF A PARTICIPANT’S SHARE TO A THIRD PARTY

15.1 The transfer of a share or part of a share in the authorized capital to a third party is carried out on the basis of a transaction, by way of succession or on another legal basis.
15.2 A member of the Company has the right to sell or otherwise alienate his share or part of the share in the authorized capital of the Company to a third party. To conduct such a transaction, the written consent of other members of the Company is required. When selling or alienating in any other way a share or part of a share in the authorized capital of the Company to a third party, the Company's participants enjoy the preemptive right to purchase a share or part of a share at the offer price to a third party. The share of a member of the Company may be alienated until it is fully paid only in the part in which it has already been paid.
15.3 A transaction aimed at alienating a share or part of a share in the authorized capital of a company is subject to notarization. Failure to comply with the notarial form of the specified transaction entails its invalidity. The notarial procedure also confirms the authenticity of the signature of a member of the Company on the application for waiver of the preemptive right to acquire a share in the authorized capital of the Company.

16. INHERITANCE OF A SHARE IN THE AUTHORIZED CAPITAL OF THE COMPANY

16.1 Transfer of a share to the heirs of citizens and to legal successors of legal entities that are members of the Company, the transfer of a share that belonged to a liquidated legal entity - a participant of the Company, its founders (participants) who have proprietary rights to its property or rights of obligation in relation to this legal entity is carried out in accordance with with the current legislation of the Russian Federation. The consent of other members of the Society is not required.

17. ACQUISITION BY THE COMPANY OF A SHARE IN THE AUTHORIZED CAPITAL

17.1 The Company does not have the right to acquire shares or parts of shares in its authorized capital, except in cases provided for by the Federal Law “On Limited Liability Companies”.
17.2 The unpaid part of the share of a member of the Company who has not paid his contribution to the authorized capital in full on time passes to the Company.
17.3 The Company is obliged to pay the actual value of a share or part of a share in the authorized capital of the Company or to issue in kind property of the same value within one year from the date of transfer of the share or part of the share to the Company, unless a shorter period is provided for by law.
17.4 Shares owned by the Company are not taken into account when determining the voting results at the general meeting of the Company’s participants, as well as when distributing the profit and property of the Company in the event of its liquidation.
17.5 Within one year from the date of transfer of a share or part of a share in the authorized capital of the Company to the Company, they must, by decision of the general meeting of participants of the Company, be distributed among all participants of the Company in proportion to their shares in the authorized capital of the Company or offered for purchase to all or some participants of the Company.
17.6 The undistributed or unsold part of the share must be repaid with a corresponding reduction in the authorized capital of the Company. The sale of a share to the participants of the Company, as a result of which the size of the shares of its participants changes, as well as the introduction of changes related to the sale of the share into the Charter of the Company is carried out by decision of the general meeting of the Company's participants, adopted unanimously by all participants.
17.7 Distribution of a share or part of a share between the participants of the Company is permitted only if, before the transfer of the share or part of the share to the Company, they were paid for or compensation was provided for them as provided for in paragraph 3 of Article 15 of the Federal Law “On Limited Liability Companies”.

18. FORECLOSURE ON THE SHARE OF A PARTICIPANT OF THE SOCIETY

18.1 At the request of creditors, foreclosure on the share or part of the share of a Company participant in the authorized capital of the Company for the debts of a Company participant is allowed only on the basis of a court decision if other property of the Company participant is insufficient to cover the debts.
18.2 In the event of foreclosure on the share or part of the share of a Company participant in the authorized capital of the Company for the debts of the Company participant, the Company has the right to pay creditors the actual value of the share or part of the share of the Company participant. By decision of the general meeting of participants of the Company, adopted unanimously by all participants, the actual value of the share or part of the share of the participant of the Company, whose property is being foreclosed on, may be paid to creditors by the remaining participants of the Company in proportion to their shares in the authorized capital, or in the amount determined by the general meeting of participants.
18.3 The actual value of a share or part of a share of a Company participant in the authorized capital of the Company is determined on the basis of data from the Company’s financial statements for the last reporting period preceding the date of presentation of a demand to the Company to foreclose on the shares or part of a share of a participant for his debts. The provisions of this paragraph do not apply if, at the time of presentation of the relevant claims by creditors, the Company has one participant.
18.4 If, within three months from the date of presentation of the claim by creditors, the Company or its participants do not pay the actual value of the entire share or the entire part of the share of the Company participant on which foreclosure is applied, foreclosure on the share or part of the share of the Company participant is carried out by selling it from public trading.

19. GENERAL MEETING OF SOCIETY PARTICIPANTS

19.1 The supreme body of the Society is the general meeting of the Society’s participants. The general meeting of the Company's participants may be regular or extraordinary. All members of the Society have the right to attend the general meeting of members of the Society, take part in the discussion of issues on the agenda and vote when making decisions. Each member of the Company has a number of votes at the general meeting of members of the Company proportional to his share in the authorized capital of the Company.
19.2 Management of the current activities of the Company is carried out by the sole executive body of the Company - the General Director, who is accountable to the general meeting of the Company's participants.
19.3 The next general meeting of the Company’s participants is held once a year, convened by the General Director of the Company. The next general meeting of the Company's participants must be held no earlier than two months and no later than four months after the end of the financial year. At the next general meeting, the annual results of the Company’s activities are approved.
19.4 An extraordinary general meeting of the Company’s participants is held if the holding of such a general meeting is required by the interests of the Company and its participants. An extraordinary general meeting of the Company's participants is convened by the General Director of the Company on his initiative, at the request of the auditor, as well as the Company's participants holding in the aggregate no less than one tenth of the total number of votes of the Company's participants. If a decision is made to hold an extraordinary general meeting of the Company's participants, the said general meeting must be held no later than forty-five days from the date of receipt of the request for its holding.
19.5 The General Director of the Company is obliged to notify each member of the Company by registered mail no later than thirty days before the general meeting of participants. The notice must indicate the time and place of the General Meeting of Members of the Company, as well as the proposed agenda. Any member of the Company has the right to make proposals to include additional issues on the agenda of the general meeting of members of the Company no later than fifteen days before it is held. Additional issues, with the exception of issues that do not fall within the competence of the general meeting of the Company's participants or do not comply with the requirements of federal laws, are included in the agenda of the general meeting of the Company's participants. The person convening the general meeting of the Company's participants does not have the right to make changes to the wording of additional issues proposed for inclusion on the agenda of the general meeting of the Company's participants. In the event that, at the proposal of the Company's participants, changes are made to the initial agenda of the general meeting of the Company's participants, the person convening the general meeting of the Company's participants is obliged to notify all the Company's participants of the changes made to the agenda by registered mail no later than ten days before it is held.
19.6 Information and materials to be provided to the Company's participants during the preparation of the general meeting of participants include the Company's annual report, the auditor's conclusion based on the results of the audit of the Company's annual reports and annual balance sheets, information about the candidate (candidates) for the executive bodies of the Company, draft amendments and additions, introduced into the Charter of the Company, or the draft Charter of the Company in a new edition, draft internal documents of the Company. The person convening the general meeting of the Company's participants is obliged to send information and materials along with the notice of the general meeting of the Company's participants, and in the event of a change in the agenda, the relevant information and materials are sent along with the notification of such change. The specified information and materials must be provided to all members of the Company for review at the premises of the executive body of the Company within thirty days before the general meeting of the Company's participants. The Company is obliged, at the request of a member of the Company, to provide him with copies of these documents. The fee charged by the Company for providing these copies cannot exceed the costs of their production. In case of violation of the established procedure for convening a general meeting of the Company's participants, such a general meeting is recognized as competent if all the Society's participants participate in it.
19.7 Members of the Company have the right to participate in the general meeting in person or through their representatives. Representatives of the Company's participants must present documents confirming their proper authority. A power of attorney issued to a representative of a member of the Company must contain information about the represented person and the representative (name or designation, place of residence or location, passport data), be drawn up in accordance with the requirements of paragraphs 4 and 5 of Article 185 of the Civil Code of the Russian Federation or certified by a notary. Before the opening of the general meeting of the Society's participants, registration of the arriving members of the Society is carried out. An unregistered member of the Company (representative of a member of the Company) is not entitled to take part in voting.
19.8 The general meeting of the Company’s participants opens at the time specified in the notice of the general meeting of the Company’s participants or, if all the Society’s participants are already registered, earlier. The general meeting of the Company's participants is opened by the General Director of the Company. The person opening the general meeting of the Society's participants elects a chairman from among the Society's participants. When voting on the issue of electing a chairperson, each participant in the general meeting of the Company's members has one vote, and the decision on this issue is made by a majority vote of the total number of votes of the Company's members who have the right to vote at this general meeting. The General Director of the Company organizes the keeping of minutes of the general meeting of the Company's participants.
19.9 The general meeting of the Company's participants has the right to make decisions only on agenda items communicated to the Company's participants, except in cases where all the Company's participants participate in this general meeting.
19.10 The decision on the method of confirming the decisions adopted by the general meeting of the Company’s participants and the composition of the Company’s participants present when it was adopted is determined at the general meeting of the participants. The proposal to choose a confirmation method must be included in the first item on the agenda of the general meeting and is adopted unanimously by the Company's participants. Methods of confirmation include: notarization; signing of the protocol by all participants or part of the participants; the use of technical means to reliably establish the fact of decision-making; other methods that do not contradict the law.

20. EXCLUSIVE COMPETENCE OF THE GENERAL MEETING

The following issues fall within the exclusive competence of the General Meeting of Members of the Company:
20.1 determination of the main directions of the Company’s activities, principles of formation and use of its property, as well as making decisions on participation in associations and other associations of commercial organizations;
20.2 formation of the executive bodies of the Company and early termination of their powers, as well as the adoption of a decision on the transfer of powers of the sole executive body of the Company to a commercial organization or individual entrepreneur (hereinafter referred to as the manager), approval of such a manager and the terms of the agreement with him;
20.3 approval of annual reports and accounting (financial) statements of the Company;
20.4 approval (acceptance) of documents regulating the internal activities of the Company (internal documents of the Company);
20.5 making a decision on the placement by the Company of bonds and other issue-grade securities;
20.6 making a decision on the distribution of the Company’s net profit among the Company’s participants;
20.7 approval and amendment of the charter of the Company, including change in the size of the authorized capital of the Company;
20.8 appointment of an audit, approval of the auditor and determination of the amount of payment for his services;
20.9 making decisions on reorganization and liquidation, on the appointment of a liquidation commission (liquidator) and on approval of the liquidation balance sheet;
20.10 election and early termination of powers of the audit commission (auditor) of the Company;
20.11 making decisions on the creation by the Company of other legal entities, on the participation of the Company in other legal entities, on the creation of branches and on the opening of representative offices of the Company;
20.12 approval of transactions of the Company in which there is an interest, in cases provided for by the Federal Law “On Limited Liability Companies”;
20.13 determination of the procedure for admission to the membership of the Company and exclusion from its participants, except in cases where such a procedure is determined by law;
20.14 resolution of other issues provided for by law.
20.15 Decisions on the issues specified in subclauses 20.1, 20.2, 20.3, 20.4, 20.5, 20.06, 20.07, 20.11, 20.12 of this Charter are made by a majority of at least two-thirds of the total number of votes of the Company Participants.
20.16 Decisions on issues specified in subclauses 20.09, 20.10 of this Charter are made unanimously by all Members of the Company.
20.17 The decision to approve transactions of the Company in which there is an interest is made by a majority vote of the total number of votes of the Company Participants who are not interested in its completion.
20.18 Other decisions are made by a majority vote of the total number of votes of the Company Participants, unless otherwise provided by law or this Charter.
20.19 Issues falling within the exclusive competence of the General Meeting of Members of the Company cannot be attributed to the competence of other management bodies of the Company.

21. SOLE EXECUTIVE BODY OF THE COMPANY

21.1 The management of the current activities of the Company is carried out by the sole executive body of the Company - the General Director. The sole executive body of the Company is accountable to the General Meeting of Participants.
21.2 The sole executive body - the General Director - is elected by the general meeting of the Company's participants and can be re-elected an unlimited number of times. The term of office of the Company's executive body is five years.
21.3 The agreement between the Company and the General Director is signed on behalf of the Company by the person who chaired the general meeting of the Company’s participants, at which the person performing the functions of the sole executive body of the Company was elected, or by the Company participant authorized by the decision of the general meeting of the Company’s participants.
21.4 Only an individual can act as the sole executive body of the Company.
21.5 General Director of the Company:
acts on behalf of the Company without a power of attorney, including representing its interests and making transactions;
issues powers of attorney for the right of representation on behalf of the Company, including powers of attorney with the right of substitution;
represents the interests of the Company in courts as a plaintiff, defendant, or third party;
represents the interests of the Company in state bodies and local governments;
opens and closes current and other accounts in banks and other credit institutions;
in the manner prescribed by this Charter, disposes of the Company’s property;
approves the provisions regulating the management system in the Company;
carries out measures to protect the intellectual property of the Company;
hires and fires employees of the Company, brings employees to disciplinary liability and provides incentives to employees;
within the limits of its competence, issues orders and instructions;
attracts loans and credits in the interests of the Company;
ensures the maintenance of a list of members of the Company indicating information about each member of the Company, the size of his share in the authorized capital of the Company and its payment, as well as the size of shares owned by the Company, the dates of their transfer to the Company or acquisition by the Company;
exercises any other powers not assigned by this Charter to the competence of the general meeting of participants of the Company.
21.6 The General Director of the Company makes decisions solely.
21.7 The Company has the right to transfer, under an agreement, the exercise of powers of its sole executive body to the manager. The agreement with the manager is signed on behalf of the Company by the person presiding at the General Meeting of the Company Members, who approved the terms of the agreement with the manager, or by the Company Member authorized by the decision of the General Meeting of the Company Members.
21.8 Deputy (deputies) general director (executive director, financial director, commercial director, etc.), chief accountant of the Company are appointed by the general director of the Company.

22. BIG DEAL

22.1 A major transaction is a transaction (including a loan, credit, pledge, guarantee) or several interrelated transactions related to the acquisition, alienation or possibility of alienation by the Company, directly or indirectly, of property, the value of which is twenty-five percent or more of the value of the Company’s property, determined on based on the financial statements for the last reporting period preceding the day the decision was made to carry out such transactions, unless the Company's charter provides for a higher size of a major transaction. Major transactions are not considered to be transactions made in the normal course of business of the Company.
22.2 A major transaction requires the approval of the General Meeting of Participants. The decision is made by two-thirds of the votes.
22.3 If the general meeting of the Company’s participants makes a decision to carry out a major transaction, the Company is obliged to acquire, at the request of a Company participant who voted against such a decision or did not take part in the voting, a share in the authorized capital of the Company belonging to this participant. This requirement may be presented by a member of the Company within forty-five days from the day when the member of the Society learned or should have learned about the decision made. If a member of the Company took part in the general meeting of members of the Company that adopted such a decision, such a demand may be presented within forty-five days from the date of its adoption.
22.4 The provisions of this article on the procedure for approving major transactions do not apply to:
companies consisting of one participant who simultaneously performs the functions of the sole executive body of this company;
relations arising upon the transfer to the company of a share or part of a share in its authorized capital in cases provided for by this Federal Law;
relations arising during the transfer of rights to property in the process of reorganization of a company, including merger agreements and accession agreements.

23. INTEREST IN COMPLETING A TRANSACTION

23.1 Transactions in which the Executive Body or a participant of the Company, which together with its affiliates has twenty or more percent of the votes of the total number of votes of the participants, are interested, cannot be carried out by the Company without the consent of the general meeting of participants. The specified persons are recognized as interested in the completion of a transaction by the Company in cases where they, their spouses, parents, children, full and half brothers and sisters, adoptive parents and adopted children and (or) their affiliates:
are a party to a transaction or act in the interests of third parties in their relations with the Company;
own (each individually or collectively) twenty or more percent of the shares (shares, shares) of a legal entity that is a party to the transaction or acts in the interests of third parties in their relations with the Company;
occupy positions in the management bodies of a legal entity that is a party to the transaction or acting in the interests of third parties in their relations with the Company, as well as positions in the management bodies of the management organization of such a legal entity.
23.2 The persons specified in paragraph 23.1 of this article must bring to the attention of the general meeting of the Company’s participants the information:
about legal entities in which they, their spouses, parents, children, full and half brothers and sisters, adoptive parents and adopted children and (or) their affiliates own twenty or more percent of shares (shares, shares);
about legal entities in which they, their spouses, parents, children, full and half brothers and sisters, adoptive parents and adopted children and (or) their affiliates hold positions in management bodies;
about ongoing or proposed transactions known to them, in which they may be considered interested.
23.3 The decision on the Company to carry out a transaction in which there is an interest is made by the general meeting of the Company’s participants by a majority vote of the total number of votes of the Company’s participants who are not interested in its completion.
23.4 A transaction in which there is an interest does not require approval by the general meeting of members of the Company if the terms of such a transaction do not differ significantly from the terms of similar transactions (including loans, credit, pledge, guarantee) made between the Company and an interested party in in the process of carrying out ordinary business activities of the Company, which took place before the moment when the interested party was recognized as such. This exception applies only to transactions in which there is an interest and which were completed from the moment when the interested party was recognized as such until the next regular general meeting of the Company's participants.
23.5 A transaction in which there is an interest and which was completed in violation of the requirements provided for in this article may be declared invalid at the request of the Company or its participant.
23.6 Provisions on interest in transactions do not apply to:
A company consisting of one participant who simultaneously performs the functions of the Executive body of the Company;
transactions in which all members of the Company are interested;
relations arising upon the transfer to the Company of a share or part of a share in its authorized capital in cases provided for by this Charter;
relations arising during the transfer of rights to property in the process of reorganization of the Company, including merger agreements and accession agreements;
transactions the completion of which is mandatory for the Company in accordance with federal laws and (or) other regulatory legal acts of the Russian Federation and settlements for which are made at fixed prices and tariffs established by bodies authorized in the field of state regulation of prices and tariffs.

24. AUDIT COMMISSION

24.1 To audit the activities of the Company, the General Meeting of the Company Members has the right to elect an Audit Commission (Inspector) of the Company or an independent auditor.
24.2 The Audit Commission (Inspector) of the Company has the right to demand that officials provide it with all necessary materials, accounting or other documents and information.
24.3 The Audit Commission (Auditor) of the Company draws up conclusions on the annual reports and annual balance sheets of the Company.
24.4 The Audit Commission (Inspector) of the Company is obliged to demand an extraordinary convening of the General Meeting of Participants if a threat has arisen to the significant interests of the Company or abuse of officials has been identified.
24.5 In Companies with more than fifteen Participants, the formation of an audit commission of the Company (election of an Auditor) of the Company is mandatory.
24.6 The Audit Commission (Inspector) of the Company is elected by the General Meeting of Members of the Company for a period of two years. In case of election of the Audit Commission of the Company, the number of members of the Audit Commission of the Company is 3 (three) people.
24.7 The regulations and procedure for the work of the Audit Commission (Inspector) of the Company are determined by the internal documents of the Company, approved by the General Meeting of Members of the Company.

25. TRADE SECRET OF THE COMPANY

25.1 The Company's trade secret means the confidentiality of information that allows the Company, under existing or possible circumstances, to increase revenues, avoid unjustified expenses, maintain its position in the market or obtain other commercial benefits.
25.2 A trade secret (“KNOW-HOW”) means information of any nature (production, technical, economic, organizational and others), including the results of intellectual activity in the scientific and technical field, as well as information about the methods of carrying out professional activities that have actual or potential commercial value due to their unknownness to third parties, to which third parties do not have free access legally.
25.3 Disclosure of information constituting a trade secret is understood as an action or inaction as a result of which information constituting a trade secret in any possible form (oral, written, other form, including using technical means) becomes known to third parties without the consent of the Company or contrary to an employment or civil contract.
25.4 The Company has established a trade secret regime, which consists of:
determining the list of information constituting a commercial secret of the Company;
limiting the circle of persons entitled to access such information;
accounting for persons who have gained access to the Company's trade secrets;
establishing the procedure for transferring confidential information;
establishing a ban on disclosing the Company's trade secrets;
regulation of relations regarding the use of information constituting a trade secret by employees on the basis of employment contracts and contractors on the basis of civil law contracts;
applying to tangible media (documents) containing information constituting a trade secret the stamp “Trade Secret”.
25.5 The following information certainly constitutes a commercial secret of the Company:
personal data of the Company's employees;
information about the Company's suppliers and customers;
information about the Company's debtors;
information about the Company's creditors;
information about contractors;
information about agents, commission agents, attorneys and other intermediaries;
information on the cost of goods purchased on the basis of supply contracts;
information on the cost of work performed by contractors;
amounts of remuneration for any civil transactions;
data from accounting registers;
business correspondence;
content of business negotiations with counterparties;
pricing methods;
production methods;
planned marketing campaigns and events;
marketing policy;
information on the conditions of purchase and sale of real estate and vehicles;
information on concluded loan agreements and leasing agreements;
information contained in the local computer network and the Company’s computers;
planned business expansion activities;
information about planned transactions;
data from audit reports;
methods of organizing the work of the Company's structural divisions;
business plans of the Company;
information about the locations of sensors, buttons and other alarm devices, locations of video surveillance equipment, and security operating modes;
any other information that clearly constitutes trade secrets (“KNOW-HOW”).
25.6 The following information cannot constitute a commercial secret of the Company:
information contained in the Company's Charter;
information contained in documents giving the right to carry out entrepreneurial activities;
information about environmental pollution, the state of fire safety, the sanitary-epidemiological and radiation situation, food safety and other factors that have a negative impact on ensuring the safe operation of production facilities, the safety of each citizen and the safety of the population as a whole;
information subject to mandatory disclosure in accordance with the law;
information about working conditions in the Company;
other information that cannot constitute a trade secret by law.
25.7 Disclosure of trade secrets to third parties is possible only if they are involved in activities that require knowledge of such information, and only with the permission of the Executive Body, as well as subject to their acceptance of obligations not to disclose the information received.
25.8 If the Company’s trade secret is protected from disclosure by issuing an order or instruction from the Company’s administration, users of the trade secret may be persons directly listed in such order or order.
25.9 Users of the Company's trade secret may also be employees who need it in the performance of their official duties, if they have undertaken an obligation not to disclose the information received.
25.10 Partners of the Company who have received information constituting a trade secret of the Company during negotiations or joint activities are required to keep it secret for three years.
25.11 An applicant for a job in the Company, its branch, representative office or structural unit is obliged to keep confidential information obtained during an interview or negotiations with the Company for one year.
25.12 Former employees of the Company, its branch, representative office or structural unit are required to keep information constituting a trade secret of the Company for one year.
25.13 The Company has the right to present to persons guilty of unauthorized disclosure of information constituting its trade secret a claim for compensation for losses caused by these actions. Such losses include:
direct damage;
lost income.
25.14 If the unauthorized disclosure of information constituting a trade secret of the Company was associated with the disclosure of information damaging the business reputation of the Company, in the manner provided for in Article 152 of the Civil Code of the Russian Federation, along with the losses provided for in paragraph 25.13 from the guilty persons, the Company has the right to demand compensation for damage caused by such actions.
25.15 Employees who violate the condition of non-disclosure of trade secrets are also subject to disciplinary liability provided for in the employment contract.
25.16 If the actions of persons who unauthorizedly disseminated information constituting a trade secret of the Company contain elements of a crime provided for by the Criminal Code of the Russian Federation, the Company takes all necessary measures to bring these persons to criminal liability.
25.17 The Company provides information about the activities of the Company, which does not constitute a commercial secret, upon written and oral requests from interested parties. The decision to provide open information to interested parties is made by the General Director of the Company within one day. The Company does not have the right to refuse to provide open information to Company participants.

26. STORAGE OF DOCUMENTS AND PROCEDURE FOR PROVIDING INFORMATION

26.1 The Company is obliged to store the following documents at its location:
Charter of the Company;
agreement on the establishment of the Company;
list of members of the Society;
lists of affiliated persons of the Company;
Certificate of state registration of the Company;
Regulations regulating the activities of the Company, other internal documents;
Regulations on branches and representative offices of the Company;
Documents confirming the right of ownership, possession and disposal of the Company’s property;
Audit reports, as well as conclusions of state and municipal financial control bodies;
Minutes of general meetings of the Society's participants;
Orders and instructions of the Executive body of the Company;
Employment contracts with the Company's employees;
Correspondence of the Society;
Documents related to the issue of bonds and other securities;
Agreements concluded by the Company;
Primary accounting documents;
Chart of accounts;
Accounting registers;
Accounting and tax reporting;
Other documents that the Company is obliged to store in accordance with current legislation.
26.2 Documents containing the Company’s trade secrets are stored in places that prevent unauthorized persons from accessing them (safes, fireproof cabinets with secure locks, closed premises, the keys to which cannot be given to unauthorized persons).
26.3 When storing documents, the Company is guided by the “List of standard management documents generated in the activities of organizations, indicating storage periods,” approved by the Federal Archive on October 6, 2000.
26.4 The Company, at the request of a Company participant, is obliged to provide him with access to the documents provided for in paragraphs 1 and 3 of Article 50 of the Federal Law “On Limited Liability Companies”. Within three days from the date of presentation of the corresponding request by a member of the Company, the specified documents must be provided by the Company for review at the premises of the executive body of the Company. The Company, at the request of a member of the Company, is obliged to provide him with copies of these documents. The fee charged by the Company for the provision of such copies cannot exceed the cost of their production.

27. MAINTAINING THE LIST OF PARTICIPANTS OF THE COMPANY

27.1 The Company maintains a list of Members of the Company indicating information about each Member of the Company, the size of its share in the Authorized Capital of the Company and its payment, as well as the size of shares owned by the Company, the dates of their transfer to the Company or acquisition by the Company.
27.2 The person performing the functions of the sole executive body of the Company ensures compliance of information about the Participants of the Company and about the shares or parts of shares belonging to them in the authorized capital of the Company, about shares or parts of shares belonging to the Company, with the information contained in the unified state register of legal entities, and notarized certified transactions for the transfer of shares in the authorized capital of the Company, of which the Company became aware.
27.3 The Company and the Company Participants who have not notified the Company of changes in the relevant information do not have the right to refer to the discrepancy between the information specified in the list of Society Participants and the information contained in the unified state register of legal entities in relations with third parties who acted only taking into account the information specified in the list Members of the Society.
27.4 If a Member of the Company fails to provide information about changes in information about himself, the Company shall not be liable for losses caused in connection with this.

28. REORGANIZATION AND LIQUIDATION OF THE COMPANY

28.1 The Company may be reorganized or liquidated voluntarily by unanimous decision of its participants. Other grounds for reorganization and liquidation, as well as the procedure for its reorganization and liquidation, are determined by the current legislation of the Russian Federation.
28.2 Reorganization of the Company can be carried out in the form of merger, accession, division, spin-off and transformation. During reorganization, appropriate changes are made to the constituent documents of the Company.
28.3 The reorganization of the Company is carried out in the manner determined by the current legislation of the Russian Federation.
28.4 No later than 30 days from the date of the decision on reorganization, the Company notifies its creditors in writing. The rights of creditors arising in connection with the reorganization of the Company are determined by law.
28.5 During the reorganization of the Company, all documents (managerial, financial and economic, personnel, etc.) are transferred in accordance with the established rules to the legal successor.
28.6 The Company may be liquidated voluntarily or by a court decision on the grounds provided for by the Civil Code of the Russian Federation.
28.7 Liquidation of the Company entails its termination without the transfer of rights and obligations by way of succession to other persons. Liquidation of the Company is carried out in the manner established by the Civil Code of the Russian Federation and other legislative acts, taking into account the provisions of this Charter.
28.8 The decision on the voluntary liquidation of the Company and the appointment of a liquidation commission is made by the General Meeting upon the proposal of the Executive Body or Member of the Company.
28.9 The General Meeting of Participants is obliged to immediately notify in writing the body carrying out state registration of the decision to liquidate the Company in order to enter information into the Unified State Register of Legal Entities that the Company is in the process of liquidation.
28.10 The General Meeting of Participants establishes, in accordance with the law, the procedure and terms for the liquidation of the Company, appoints a liquidation commission consisting of the Chairman, Secretary and members of the liquidation commission. The number of members of the liquidation commission, including the Chairman and Secretary, cannot be less than three.
28.11 From the moment the liquidation commission is appointed, all powers to manage the affairs of the Company are transferred to it, including representing the Company in court. All decisions of the liquidation commission are made by a simple majority of votes from the total number of members of the commission; The minutes of the meeting of the liquidation commission are signed by the chairman and secretary.
28.12 The Chairman of the Liquidation Commission represents the Company on all issues related to the liquidation of the Company, in relations with creditors, debtors of the Company and Participants, as well as with other organizations, citizens and government bodies, issues powers of attorney on behalf of the Company and carries out other necessary executive and administrative functions .
28.13 The Company's property is sold by decision of the liquidation commission.
28.14 Funds received as a result of the sale of the Company’s property after satisfaction of creditors’ claims are distributed among the Participants in proportion to their share in the authorized capital.
28.15 Upon liquidation of the Company, documents of permanent storage that have scientific and historical significance are transferred for state storage to state archival institutions, documents on personnel (orders, personal files, personal accounts, etc.) are transferred for storage to the archive of the administrative district, to territory of which the Company is located. The transfer and organization of documents is carried out by and at the expense of the Company in accordance with the requirements of archival authorities.
28.16 The liquidation of the Company is considered completed from the moment the state registration authority makes a corresponding entry in the Unified State Register of Legal Entities.
28.17 The powers of the liquidation commission are terminated upon completion of the liquidation of the Company.

29. FINAL PROVISIONS

29.1 This Charter of the Company is subject to state registration in the manner prescribed by law and may be amended or supplemented by decision of the meeting of the Company’s participants.
29.2 On all issues that are not reflected in this Charter, but directly or indirectly arising from the nature of the Company’s activities and that may be of fundamental importance for the Participant and the Company in terms of the need to protect their property rights and interests, as well as business reputation, the Participant and the Company will be guided by the provisions of the current legislation of the Russian Federation.

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