Sample charter of a management company with one founder. Charter of the management organization

22.09.2019

Appendix 19

to the letter from Housing and Communal Services and

regional infrastructure

from _____________________

Approximate position

about the manager of an organization for managing apartment buildings

1. General provisions

1.1.The management organization for the management of apartment buildings “_______________________________________________________________” (hereinafter referred to as the Management Organization) was created in accordance with ____________________________________________________________.

(date, number and name of the administrative document)

Official abbreviated name of the Managing Organization is _______________________________________________________________.

1.2. The management organization is an independent economic entity with the right of a legal entity, has an independent balance sheet, current and other accounts in banking institutions, a seal with its name, letterheads, a company name, a trademark (service mark).

1.3. The management organization carries out its activities in accordance with the legislation of the Russian Federation; regulatory legal acts of the Russian Federation, Yaroslavl region, local government bodies of municipalities, these Regulations.

1.4. The managing organization carries out commercial activities, is responsible for the results of its production economic activity and fulfillment of obligations to the owners of premises who have entered into an agreement, suppliers, consumers, the budget, banks and other legal and individuals in accordance with concluded agreements.

1.5. The management organization, on its own behalf, acquires property and non-property rights and bears obligations, acts as a plaintiff and defendant in court and arbitration court in accordance with the current legislation of the Russian Federation. The management organization is not responsible for the obligations of the state and its bodies. The state and its bodies are not liable for the obligations of the Managing Organization. The management organization is liable for its obligations with all its property.

1.6. Location of the Managing Organization: __________________ _____________________________________________ (postal code, address)

1.7. The Managing Organization has:______________________________ _____________________________________________________________________________________________________________________________________ (indicate branches, divisions, separate divisions of an enterprise without the right of a legal entity, operating on the basis of regulations approved by the Managing Organization, and their location)

2. Main goals and objectives

The main goals and objectives of the Management Organization are:

2.1. Rational division of functions and the formation of contractual relationships with housing and communal services organizations of various organizational and legal forms in order to ensure favorable and safe living conditions for citizens, proper maintenance of common property in apartment buildings, resolving issues of use of this property, and high-quality provision of utility services to citizens.

2.2. Improving the system of contractual relations for the provision of housing and communal services.

2.3. Development of competition in the field of management, maintenance and repair of common property of an apartment building.

2.4. Strengthening control over the quality of housing and communal services for the population.

2.5. Providing public services of adequate quality.

3.17. Consideration of proposals, statements and complaints from consumers regarding the quality of provided housing and communal services and taking appropriate measures.

3.18. Maintaining adjacent areas in a condition that meets established regulatory, technical and sanitary requirements.

3.19. Carrying out the functions of the customer to carry out work on maintenance, current and major renovation common property in apartment building.

3.20. Use of received budget funds, payments for housing and communal services strictly for their intended purpose.

3.21. Providing the authorized representative of the owners of apartment buildings with access to information and documentation related to the activities of the apartment building transferred to management.

3.22. Organization of inspection of the common property of an apartment building and preventive maintenance of sanitary and other equipment.

3.23. IN in the prescribed manner obtaining licenses to carry out certain types of activities.

3.24. Timely informing residents about all types of services provided and about planned repairs of utility networks.

3.25. Providing residents, upon their requests, with information about the list and volume of services provided and work performed, as well as prices and tariffs for provided utilities and the amount of payment for these services.

3.26. Conducting regular reporting meetings with residential property owners.

3.27. Conducting an analysis of your own business activities.

3.28. Compensation for damage caused by irrational use of land and other natural resources, environmental pollution, violation of production safety rules, sanitary and hygienic standards and requirements to protect the health of workers, the public and consumers of products.

3.29. Providing its employees with safe working conditions and responsibility in the prescribed manner for damage caused to their health and ability to work.

3.30. Implementation of operational and accounting records of the results of economic and other activities, maintaining statistical reporting.

3.31. Improvement and ensuring the sanitary condition of the common property of an apartment building and the local area, including measures for cleaning common areas and local areas, maintenance and lighting of common areas; power supply and heat supply to common areas; chimney cleaning; disinfection and deratization; landscaping; removal of solid household waste.

3.32. Measures to ensure the safety of the common property of an apartment building: preventive repairs, preparation of an apartment building for work in the autumn-winter period, technical inspections and repairs of structural elements of the building (facade, roof and/or roof), interfloor stairwells, stairs, attics, technical basements, waste collection chambers and other structural elements of the building.

3.33. Repair and maintenance of in-house engineering equipment, including measures for preventive and emergency maintenance and repair of elevators, drainage devices, water supply systems (hot water supply, hot water supply), heating, power supply, ventilation and other engineering equipment of an apartment building independently or with the involvement of contractors organizations.

3.34. Other general operational measures, including measures for compulsory property insurance, as well as individual categories workers; measures for the repair of structures, engineering machines, equipment, inventory, etc., ensuring proper operation of the common property of an apartment building.

3.35. Conclusion of agreements: for management with owners of premises in an apartment building; with contractors for the maintenance, maintenance and repair of the common property of an apartment building, adjacent areas, provision of utility resources of the required volume, quality and cost, as well as lease agreements for non-residential premises by decision of the general meeting of premises owners.

3.36. Monitoring the fulfillment of contractual obligations by counterparties under concluded agreements.

3.37. Other obligations in accordance with the current legislation of the Russian Federation, the Yaroslavl region, and local government bodies.

4. Working with owners and tenants of premises

4.1. Reception and consideration of applications and appeals from citizens living in apartment buildings transferred to management and taking the necessary measures on them.

4.2. Reception and consideration of requests legal entities who own or lease premises in an apartment building transferred to management, take measures.

4.3. Preparation of documents for registration of citizens at the place of residence and place of stay.

4.4. Organization of accrual and collection of payments from consumers for housing and communal services.

4.5. Organization of accrual and collection of payments from tenants of non-residential premises, with the exception of funds from the rental of premises owned by state and municipal property.

4.6. Control over the legal occupancy of residential premises of an apartment building.

4.7. Registration of citizens who have benefits for paying for housing and communal services.

4.8. Providing services for the preparation of documents necessary to receive subsidies, timely provision of information to residents on issues of housing and communal services, including changes in housing legislation.

5. Financial and economic activities

5.1. Carrying out settlements for the fulfillment of contractual obligations.

5.2. Accumulation of financial resources coming from consumers of housing and communal services, budget funds; their rational and effective use.

6.8. Carry out the development of facilities social sphere, carry out all types of commercial transactions by concluding direct contracts with legal entities and individuals.

6.9. Plan your activities and determine development prospects based on consumer demand for work performed, services provided, products manufactured, use net profit, determine and establish forms and systems of remuneration, structure and staffing.

6.10. Establish additional holidays, shortened working hours and other social benefits for its employees in accordance with current legislation.

6.11. Control over the production and economic activities of the Management Organization is carried out by the founder of the Management Organization, the tax inspectorate, other organizations and management bodies within the limits of their competence, determined by current legislation.

7. Liquidation and reorganization of the Management Organization

7.1. Termination of the activities of the Management Organization may be carried out in the form of its liquidation or reorganization (merger, accession, spin-off, transformation into another organizational and legal form) under the conditions and in the manner provided for by the legislation of the Russian Federation or a decision of a court or arbitration court.

7.2. From the moment the liquidation commission is appointed, the powers to manage the affairs of the Managing Organization are transferred to it. The liquidation commission draws up a liquidation balance sheet and submits it to the founder.

7.3. The liquidation of the Managing Organization is considered completed, and the Managing Organization has ceased its activities from the moment the corresponding entry is made in the unified register of state property.

7.4. During the liquidation and reorganization of the Management Organization, dismissed employees are guaranteed compliance with their rights and interests in accordance with the legislation of the Russian Federation.

7.5. When reorganizing the Managing Organization, the necessary changes are made to the Charter and the unified register of state ownership. Reorganization entails the transfer of rights and obligations assigned to the Managing Organization to its legal successor in accordance with current legislation (merger, accession, separation, transformation).

8. Responsibility of the Managing Organization

8.1. The responsibility of the Management Organization arises in the manner and on the grounds provided for by current legislation.

8.2. The management organization is responsible to the owners of residential premises in accordance with the terms of the concluded management agreement, including for the provision of utilities, services for the maintenance and repair of housing, indicating the list of works.

8.3. The management organization is responsible for violation of contractual, credit, lease, settlement and tax obligations, sale of goods, the use of which may harm public health, as well as violation of other business rules.

I myself once encountered an error in the Charter; as a result of a typo in the title (in the text), another letter slipped through. As a result, the bank account was not opened. No one discovered this before the bank and they had to go through the tedious and costly procedure of amending the Charter.

Since I stepped on this “rake” myself, I know that this is quite real.

Errors occur both in the form of the Federal Tax Service and, perhaps, admitted by a company that, for a fee, prepared documents and wrote applications for registration - applications are difficult to understand and fill out (for example, the legal address may have house number 1A or 1 building A, 1 block A, etc. everything must coincide with the KLADR classifier, city or g., with or without a dot).

Now I have discovered several problems with dates in the newly presented Charter. The question is how to present this, for example, in order to prevent a representative from entering or to declare that the plaintiff has no right. I suggest discussing options!

I found this articleCharter of LLC and JSC: errors and legal disputes. Tips for preparing charters, their samples and examples

15.09.15 11:06

The main document of any organization is the charter of the company. The law does not impose too many requirements on the Charter; it only prescribes basic requirements which should be reflected in it. At the same time, the law, as a rule, allows the founders, participants and shareholders of the company to independently determine most of the provisions of the charter, establishing a minimum of imperative requirements. However, these requirements are not always met..

Hence the legal disputes related to the improper preparation of charters.

In today’s material we would like to present a selection of common conflict situations that arise regarding charters.

Technical errors and typos in the Charter

No one is immune from mistakes - the human factor can affect any business, including the preparation of the charter. The main thing is to know how to correct this or that error. However, sometimes mistakes made become fatal; they cannot be corrected by simply making changes to the documents. But here we still need to figure out whether these were mistakes.

08/10/2015 Arbitration Court Udmurt Republic a decision was made in case A71-5324/2015 challenging the decision of the Federal Tax Service to refuse to register a new edition of the charter of the JSC. The refusal is due to the fact that in the new version of the Charter the size authorized capital is 3,265 rubles, while in the previous edition its size was 454,700 rubles, the reduction of the authorized capital was not properly formalized.

The OJSC explained that it was registered in 1993 with an authorized capital of 3,265,000 non-denominated rubles. In 2001 and 2007, new editions of the charter were successively adopted and registered with an authorized capital amount of 454,700 rubles, which, according to the company, was due to a technical error in preparing the editions of the charter. At the same time, the amount of the authorized capital in the controversial version of the charter of 2015 (3,265 rubles) was also called by the applicant a technical error.

The court considered that technical errors include grammatical errors, typos, incorrect indication of names, addresses, incorrect indication of numbers that are random in nature. Amendments to the charter in 2001 and 2007 were registered in accordance with the established procedure, therefore, the allegation of a technical error is unfounded. Since there was no reduction in the current amount of authorized capital, tax authority rightfully refused to register the new edition of the 2015 charter.

So far there is only a decision of the court of first instance, but we can safely assume that the applicant is unlikely to be able to resolve this problem by citing technical errors. Too many “mistakes” have been made.

Bringing the Charter into compliance with the law

Over the past few years, the formulation " bringing the Charter into compliance with legal requirements"has become especially relevant. The reason for this is the numerous global changes that civil legislation is undergoing. The legal nature of this action is not clear to all participants in societies, nor are the procedures for making decisions on such changes.

This happened in case No. A55-12216/2013. Two LLC participants demanded that the decision of the general meeting regarding bringing the Company’s charter in accordance with the requirements of the Federal Law “On LLC” be invalidated. They, as holders of shares totaling 21% of the authorized capital, were present at the meeting and voted against. In justification, they pointed out that according to the company’s Charter, approval of changes to the Charter requires a unanimous vote.

The courts of three instances found that the following wording was controversial in the decision of the general meeting: “a decision was made: “Bring the Charter of Privolzhsky TTC LLC in accordance with Federal law"About societies with limited liability" The decision does not contain any other information about changing specific provisions of the charter in form or content. No decisions were made on the adoption or approval of the new version of the Charter, as well as on the registration of the new version of the Charter at the meeting.

Conclusions of the courts: the Company made a decision to bring the Charter into compliance with the Federal Law, in the absence of a decision to make specific changes to the provisions of the current charter or to adopt the charter in any other edition, in contrast to the current edition, in the absence of an order to take actions to register the changes into the charter cannot be recognized as an actual change in the charter; therefore, a decision on this issue does not require a unanimous vote of all members of the Company.

In another case No. A56-56070/2014, the question of the inconsistency of the Charter of the joint-stock company with the changed requirements of the law was raised by Federal service on consumer protection financial services And minority shareholders– an order was issued to bring certain clauses of the Charter into compliance with the requirements of the law. The company appealed the order, but lost the case in court (Resolution of the Thirteenth Arbitration Court of Appeal dated July 10, 2015).

Challenging the Charter (as a document)

Moving on from the topic of errors in the Charters, we would like to consider the following question: is it possible to appeal the Charter directly, invalidating not only the decision of the general meeting at which it was adopted, but also the document itself?

Judicial practice shows that it is possible. Taking into account the following.

The citizen filed a claim to invalidate the version of the Charter dated December 11, 2009, and to recognize the previous version of the Charter as valid. Reason for filing a claim: actual failure to hold a general meeting, falsification of the plaintiff’s signature in the minutes, significant infringement of the plaintiff’s rights by the new version of the Charter due to the restriction of the right to participate in the selection of the executive body. Previously, in another case, the decision of the general meeting was declared invalid.

The courts of first and appellate instances in case No. A46-3112/2013 confirmed these facts, but considered that the plaintiff had incorrectly chosen the method of protecting the right: an appeal of the charter comes down to an appeal of the decision of the general meeting of the company's participants, the plaintiff actually re-files a claim on the same subject between by the same parties.

The FAS of the West Siberian District in its Resolution dated 02/11/2014 did not agree with them, since the Charter is based on the agreement of the founders, which by its nature is of a civil law nature. The basis for concluding that the charter is invalid may be its inconsistency with the law or other regulatory act or the absence of a decision by the relevant management body of the company on its establishment, adopted in accordance with the law.

The case was sent for a new trial. Despite these clarifications, the court of first instance again rejected the claim.

By the decision of the Eighth Arbitration Court of Appeal dated October 21, 2014, the plaintiff’s demands were satisfied, the appeal came to interesting conclusions: the Civil Code of the Russian Federation does not provide for such a method of protecting civil rights as challenging a document, even if it contains false information. The falsity of a document as evidence in such cases may be disputed in the proceedings in which it is referred to as evidence. The absence of a decision of the general meeting to approve the new version of the Charter (its nullity due to the lack of the necessary quorum) makes it possible to recognize the plaintiff’s demands regarding the invalidation of the version of the Charter based on the method of defense chosen by the plaintiff as justified.

In case No. A32-7961/2012, one of the independent requirements was also the invalidation of the Charter due to improper notification of participants about the general meeting at which it was adopted. The demand was satisfied by appeal and upheld by cassation (Resolution of the Arbitration Court of the North Caucasus District dated September 12, 2014). The court came to the conclusion that the method of publishing the announcement of the meeting in the Kurortnaya Nedelya newspaper is aimed at formally complying with the requirement of the law to inform shareholders about the general meeting without a real opportunity for shareholders to obtain such information due to the peculiarities of the publication, which do not comply with business customs and the requirements of good corporate behavior . The “disguise” of the announcement in the texts of the advertisements indicates that the goal of the JSC management was to exclude minority shareholders from participating in the general meeting.

As can be seen from judicial practice, inaccuracies, errors, and shortcomings in the Charters are fraught with dire consequences for interested parties.

A large number of standard charter forms have been developed that are easy to find and use, supplemented with the necessary data.

This, of course, is convenient because it allows you to “not reinvent the wheel.”

Most specialists who develop a set of documents for creating companies use them.

However, you should remember that you need, at a minimum, to familiarize yourself with the points that become the content of the main document of the company. Some of them may seem irrelevant at the stage of preparing the Charter, but when faced with these situations in the process of activity, the importance of a properly developed and executed Charter will be difficult to overestimate.

APPROVED by the General Meeting of Participants Minutes No. _____ dated "__"___________ ____

CHARTERS of the Management Company (managing enterprises) in the form of a Limited Liability Company "________________" (governing bodies: General Meeting, General Director)

G. _______________

1. GENERAL PROVISIONS

1.1. Limited Liability Company "_______________", hereinafter referred to as the "Company", is a legal entity, created and conducts its activities in accordance with the Civil Code of the Russian Federation, the Federal Law "On Limited Liability Companies", other legislation and this Charter.

1.2. Full corporate name of the Company in Russian: Limited Liability Company "_______________", abbreviated corporate name of the Company in Russian: LLC "_______________".

Full corporate name of the Company in _______________ language: "__________________________"; abbreviated corporate name of the Company in _______________ language: “_______________”.

1.3. The Company has the right, in accordance with the established procedure, to open bank accounts on the territory of the Russian Federation and abroad. The Company has a round seal containing its full corporate name in Russian and an indication of its location. The Company has the right to have stamps and forms with its company name, your own logo and other means of visual identification.

1.4. The company is the owner of its property and funds and is liable for its obligations with its own property.

1.5. The participants of the Company are not liable for its obligations and bear the risk of losses associated with the activities of the Company, within the limits of the value of their shares in authorized capital Society.

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.

1.6. 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 liable for the obligations of the Russian Federation, constituent entities of the Russian Federation and municipalities.

1.7. Location of the Company: ___________________________________.

1.8. The company is registered for an indefinite period.

Option: The company is registered for a period of _______________ (or for a period up to "__"___________ ____).

2. GOALS AND SCOPE OF ACTIVITY

2.1. The main goal of the Company's activities is to generate profit.

2.2. Society has civil rights and bears the civil responsibilities necessary to carry out any activities not prohibited by law. The main activities of the Company include:

Enterprise management activities;

Activities related to the management of financial and industrial groups;

Activities related to the management of holding companies;

Other types of activities.

The Company has universal legal capacity and can engage in any non-prohibited activities, including those not expressly provided for by the Charter.

2.3. All of the above activities are carried out in accordance with the current legislation of the Russian Federation.

3. LEGAL STATUS OF THE COMPANY

3.1. The company is considered created as a legal entity from the moment of state registration.

3.2. In order to achieve the goals of its activities, the company has the right to fulfill its duties, exercise any property and personal non-property rights granted by law to limited liability companies, in its own name, carry out any transactions permitted by law, and be a plaintiff and defendant in court.

3.3. The Company is the owner of property acquired in the course of its business activities. The Company shall own, use and dispose of the property in its ownership at its own discretion in accordance with the goals of its activities and the purpose of the property.

3.4. The Company's property is accounted for on its independent balance sheet.

3.5. The Company has the right to use credit in rubles and foreign currency.

3.6. 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 insufficient property may be assigned subsidiary liability for his obligations.

3.7. The Company can create independently and jointly with other legal entities and citizens on the territory of the Russian Federation organizations with the rights of a legal entity in any organizational and legal forms permitted by law. The company has the right to have subsidiaries and dependent companies with the rights of a legal entity.

3.8. The Company may create branches and open representative offices on the territory of the Russian Federation. Branches and representative offices are established by the General Meeting of Participants and operate in accordance with the Regulations on them. The regulations on branches and representative offices are approved by the General Meeting of Participants.

3.9. The creation of branches and representative offices outside the territory of the Russian Federation is regulated by the legislation of the Russian Federation and the relevant states.

3.10. Branches and representative offices are not legal entities and are provided with fixed and working capital at the expense of the Company.

3.11. Branches and representative offices operate on behalf of the Company. The Company is responsible for the activities of its branches and representative offices. The heads of branches and representative offices are appointed by the General Director of the Company and act on the basis of powers of attorney issued to them.

3.12. The Company has established a branch ______________________ at the address: _________________________________.

The _______________ branch of the Company performs the following functions:

3.13. The Company has opened a representative office _______________ at the address: _________________________.

The representative office of the _______________ Company performs the following functions:

- ________________________________________________;

- ________________________________________________.

3.14. Dependent and subsidiary companies on the territory of the Russian Federation are created in accordance with the legislation of the Russian Federation, and outside the territory of Russia - in accordance with the legislation of a foreign state at the location of the subsidiary or dependent company, unless otherwise provided by an international treaty of the Russian Federation. The grounds on which a company is recognized as a subsidiary (dependent), as well as its legal status, are established by law.

3.15. The Company independently plans its production and economic activities, as well as social development team.

3.16. The company independently determines its pricing policy.

3.17. The society has the right:

Conclude trust management agreements for enterprises, financial and industrial groups, holding companies;

Carry out activities within the framework of concluded agreements on trust management of enterprises and other property complexes, financial and industrial groups, holding companies, etc.;

In the manner prescribed by law, participate in activities and create in the Russian Federation and other countries business companies and other enterprises and organizations with the rights of a legal entity;

Participate in associations and unions of other types;

Participate in activities and cooperate in any other form with international public, cooperative and other organizations;

Exercise other rights and perform other duties in accordance with the current legislation of the Russian Federation.

3.18. The Company has the right to attract Russian and foreign specialists for work, independently determining the forms, sizes and types of remuneration.

3.19. The Company is responsible for the safety of documents (managerial, financial and economic, personnel, etc.); ensures the transfer for state storage of documents of scientific and historical significance to state archival institutions in accordance with current legislation; stores and uses personnel documents in the prescribed manner.

3.20. To achieve the goals of its activities, the Company may acquire rights, assume obligations and carry out any actions not prohibited by law.

The activities of the Company are not limited to those specified in the Charter.

Transactions that go beyond the scope of statutory activities, but do not contradict the law, are valid.

4. AUTHORIZED CAPITAL

4.1. The authorized capital of the Company is made up of the nominal value of the shares of its participants.

The authorized capital of the Company determines the minimum amount of property that guarantees the interests of its creditors; it is _____ (__________) rubles.

Note: 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.

The maximum size of a participant's share is limited and amounts to _____ (__________) rubles, which is _____% of the authorized capital.

Option: The maximum size of a participant's share is not limited.

The ratio of shares of participants can be changed (cannot be changed).

Note: Such restrictions cannot be established in relation to individual members of the Company. The specified restrictions may be provided for by the Charter of the Company upon its establishment, and also included in the Charter of the Company, amended and excluded from the Charter of the Company by decision of the General Meeting of Members of the Company, adopted unanimously by all members of the Company.

4.2. At the time of registration of this version of the Company's Charter, the founders paid 100% of the authorized capital.

Option: By the time of registration of the Company, the authorized capital has been paid by the founders in the amount of _____% (at least 50%). Each founder of the Company must pay in full his share in the authorized capital of the Company within the period determined by the agreement on the establishment of the Company.

Note: The payment period cannot exceed one year from the date of state registration of the Company.

In this case, the share of each founder of the Company can be paid at a price not lower than its nominal value.

4.3. It is not permitted to release the founder of the Company from the obligation to pay for a share in the authorized capital of the Company.

4.4. The number of votes a participant has is directly proportional to his share. Shares owned by the Company are not taken into account when determining the results of voting at the General Meeting of Members of the Company, as well as when distributing profits and property of the Company in the event of its liquidation.

4.5. The authorized capital of the Company may be increased at the expense of the Company's property, and (or) at the expense of additional contributions of the Company's participants, and (or) at the expense of contributions from third parties accepted into the Company.

Option: The authorized capital of the Company can be increased only at the expense of the Company’s property and (or) through additional contributions 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 data from the Company’s financial statements for the year preceding the year during which such a decision was made.

The amount by which the authorized capital of the Company is increased at the expense of the Company’s property must not exceed the difference between the cost net assets of the Company and the amount of the authorized capital and reserve fund of the Company.

When the authorized capital of the Company is increased 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.

4.7. The General Meeting of the Company's participants, by a majority of at least _____ (not less than 2/3) votes of the total number of votes of the Company's participants, may decide to increase the authorized capital of the Company by making additional contributions by the Company's participants. Such a decision should determine the total cost of additional deposits, and also establish 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. The specified ratio is established based on the fact that the nominal value of the share of a member of the Company may increase by an amount equal to or less than the value of his additional contribution.

Additional contributions may be made by the Company's participants within two months from the date of adoption of the decision by the General Meeting of the Company's Participants.

Note: The charter may establish a different period.

The application of the participant (participants) of the Company and the application of a third party (see clause 4.5) 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 participant of the Company or the third party would like to have in the authorized capital Society. The application may also indicate other conditions for making contributions and joining the Company.

Additional contributions by the Company's participants and contributions by third parties 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.

4.9. An increase in the authorized capital of the Company is permitted only after its full payment.

By decision of the General Meeting of Members of the Company, adopted unanimously by all members of the Company, the members of the Company have the right to set off monetary claims against the Company against their additional contributions and (or) third parties against their contributions.

4.10. The Company has the right, and in cases provided for by law, is obliged to reduce its authorized capital. A decrease in the authorized capital of the Company may be carried out by reducing the nominal value of the shares of all participants of the Company in the authorized capital of the Company and (or) redeeming shares owned by the Company.

4.11. The company does not have the right to reduce its authorized capital if, as a result of such a reduction, its size becomes smaller minimum size authorized capital determined in accordance with paragraph 1 of Art. 14 Federal Law "On Limited Liability Companies", as of the date of submission of documents for state registration.

4.12. 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.

4.13. Within three working days after the Company makes a decision to reduce its authorized capital, the Company is obliged to report such a decision to the body implementing state registration legal entities, and twice, with a frequency of once a month, publish in the press organ in which data on the state registration of legal entities is published, a notice of a decrease in its authorized capital.

5. ISSUE OF BONDS

5.1. The Company has the right to place bonds and other issue-grade securities in the manner prescribed by securities legislation.

5.2. The issue of bonds by the Company is permitted after full payment of its authorized capital.

6. RIGHTS AND OBLIGATIONS OF PARTICIPANTS

6.1. The participant is obliged:

6.1.1. Pay for shares in the authorized capital of the Company in the manner, in the amounts and within the time limits provided for by the agreement on the establishment of the Company. Part of the profit is accrued to the participant from the moment of actual payment of 100% of his share in the authorized capital.

6.1.2. Comply with the requirements of the Charter, the terms of the agreement on the establishment of the Company, carry out decisions of the Company’s management bodies adopted within their competence.

6.1.3. Do not disclose information about the activities of the Company, in respect of which there is a requirement to ensure its confidentiality.

6.1.4. Immediately notify the General Director of the impossibility of paying for the declared share in the authorized capital of the Company.

6.1.5. Take care of the Company's property.

6.1.6. Fulfill assumed obligations in relation to the Company and other participants.

6.1.7. Provide assistance to the Company in carrying out its activities.

6.1.8. Perform other additional duties assigned to all members of the Company by decision of the General Meeting of Members of the Company, adopted unanimously. Also perform other additional duties assigned to a specific participant by decision of the General Meeting of Members of the Company, adopted by a majority of at least two-thirds of the total number of votes, provided that the member of the Company who is assigned such duties voted for such a decision or gave a written agreement. Additional obligations assigned to a specific member of the Company, in the event of alienation of his share or part of the share, are not transferred to the acquirer of the share or part of the share. Additional duties may be terminated by decision of the General Meeting of the Company Participants, adopted unanimously by all the Company Participants.

6.1.9. Inform the Company in a timely manner about changes in information about one’s name, place of residence or location, as well as information about his shares in the authorized capital of the Company. If a member of the Company fails to provide information about changes in personal information, the Company shall not be liable for losses caused in connection with this.

6.2. The participant has the right:

6.2.1. Participate in the management of the affairs of the Society, including through participation in General Meetings of Participants, personally or through your representative.

6.2.2. Receive information about the activities of the Company and get acquainted with its accounting books and other documentation.

6.2.3. Take part in the distribution of profits.

6.2.4. Elect and be elected to the management and control bodies of the Company.

6.2.5. Get acquainted with the minutes of the General Meeting and make extracts from them.

6.2.6. To receive, in the event of liquidation of the Company, part of the property remaining after settlements with creditors, or its value.

6.2.7. Appeal to the relevant bodies of the Company the actions of the Company's officials.

6.2.8. Make proposals on the agenda within the competence of the General Meeting of Participants.

6.2.9. Withdraw from the Company by alienating a share to the Company, regardless of the consent of its other participants or the Company, with payment to him of the actual value of his share or by issuing him in kind property of the same value with the consent of this member of the Society.

Note: The clause is not indicated if clause 8.1 of the Charter does not provide for the right of a participant to leave the Company.

6.2.10. Enjoy the following additional rights:

- ______________________________________________;

Note: Additional rights may be provided for by the Charter of the Company upon its establishment or granted to the member(s) of the Company by decision of the General Meeting of Members of the Company, adopted unanimously by all members of the Company.

6.2.12. Termination or limitation of additional rights granted to all members of the Company is carried out by decision of the General Meeting of Members of the Company, adopted unanimously by all members of the Company. Termination or limitation of additional rights granted to a specific member of the Company is carried out by decision of the General Meeting of Members of the Company, adopted by a majority of at least two-thirds of the total number of votes of members of the Company, provided that the member of the Company who owns such additional rights voted for the adoption of such decisions or gave written consent.

6.2.13. A member of the Company who has been granted additional rights may refuse to exercise the additional rights belonging to him by sending a written notice to the Company. From the moment the Company receives this notification, the additional rights of the Company participant are terminated.

6.3. The number of members of the Society should not be more than fifty.

6.4. Any agreements between members of the Company aimed at limiting the rights of any other participant in comparison with the rights provided by current legislation are void.

6.5. The founders (members) of the Company have the right to enter into an agreement on the exercise of the rights of the Company's members, according to which they undertake to exercise their rights in a certain way and (or) refrain from exercising these rights, including voting in a certain way at the General Meeting of the Company's members, agreeing on the voting option with others participants, sell a share or part of a share at a price determined by this agreement and (or) upon the occurrence of certain circumstances, or refrain from alienating a share or part of a share until the occurrence of certain circumstances, as well as carry out other actions in concert related to the management of the Company, the creation, activities, reorganization and liquidation of the Company.

7. TRANSFER OF A SHARE OR PART OF A SHARE IN THE AUTHORIZED CAPITAL TO ANOTHER PERSON

7.2. 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 of this Company. The consent of other participants of the Company or the Company to carry out such a transaction is not required.

Option: In this case, the consent of other participants of the Company or the Society is required to complete such a transaction.

7.3. The sale or alienation in any other way of a share or part of a share in the authorized capital of the Company to third parties is permitted in compliance with the requirements provided for by this Charter and the current legislation of the Russian Federation.

Note: The charter may prohibit the alienation of shares to third parties.

7.4. Members of the Company enjoy the preemptive right to purchase a share

or part of the share of a member of the Company ________________________________________

___________________________________________________________________________

(at the offer price to a third party or at a price different from the offer price

to a third party and a price predetermined by the Company’s Charter - see clause 7.6)

in proportion to the size of their shares.

7.5. The Company has a pre-emptive right to purchase a share or part of a share owned by a member of the Company at the price offered to a third party or at a price predetermined by the Charter, if other members of the Company have not exercised their specified pre-emptive right.

The Company's pre-emptive right to purchase a share or part of a share of a Company participant must be exercised within _______________ from the date of receipt of the participant's offer sent in accordance with clause 7.12.

The Company's exercise of the preemptive right to purchase a share or part of a share at a price predetermined by the Charter is permitted only on the condition that the price for the Company's purchase of a share or part of a share is not lower than the price established for the Company's participants.

Note: The Charter may not provide for the specified pre-emptive right for the Company to purchase a share or part of the share of a member of the Company.

7.6. The purchase price of a share or part of a share when using the pre-emptive right is set in a fixed sum of money and amounts to _____ (__________) rubles.

Option: Purchase price of a share or part of a share when used

The pre-emptive right to purchase is established on the basis of _______________________________________________________________________________________________________________________________________________________________.

(indicate one of the criteria that determines the value of the share; for example:

value of the Company's net assets, book value of the Company's assets

as of the last reporting date, the Company’s net profit and others)

Note: The Charter may not provide for the specified condition on the purchase price of a share or part of a share of a member of the Company.

Provisions establishing the pre-emptive right to purchase a share or part of a share in the authorized capital of the Company's participants or the Company at a price predetermined by the Charter, including changing the size of such price or the procedure for determining it, may be provided for by the Company's Charter upon its establishment or when amending the Company's Charter by decision of the General Meeting of Participants of the Company, adopted unanimously by all participants of the Society. The exclusion from the Charter of the Company of provisions establishing the pre-emptive right to purchase a share or part of a share in the authorized capital of the Company at a price predetermined by the Charter is carried out by decision of the General Meeting of Participants of the Company, adopted by two-thirds of the votes of the total number of votes of participants of the Company.

Provisions establishing such a possibility may be provided for by the Charter of the Company upon its establishment or when amending the Charter of the Company by decision of the General Meeting of Members of the Company, adopted unanimously by all members of the Company. The exclusion of the specified provisions from the Charter of the Company is carried out by decision of the General Meeting of Participants of the Society, adopted by two-thirds of the votes of the total number of participants of the Society.

Note: The charter may not provide for this condition.

Provisions establishing the procedure for the exercise by the Company's participants of the pre-emptive right to purchase a share or part of a share in the authorized capital of the Company disproportionate to the size of the shares of the Company's participants may be provided for by the Charter of the Company upon its establishment or when amending the Company's Charter by decision of the General Meeting of the Company's Participants, adopted by all members of the Company unanimously. The exclusion of the specified provisions from the Charter of the Company is carried out by decision of the General Meeting of Participants of the Company, adopted by a majority of at least two-thirds of the votes of the total number of votes of participants of the Company, if necessary more votes for making such a decision are not provided for by the Company's Charter.

7.9. When selling a share or part of a share in violation of the preemptive right of purchase, any participant or participants of the Company or the Company (if the Charter provides for the preemptive right of the Company) has the right, within three months from the moment when the participant or participants of the Company or the Company (if the Charter provides for the preemptive right of the Company) found out or should have learned of such a violation and demanded in court that the rights and obligations of the buyer be transferred to them.

7.10. The assignment of the specified preferential rights to purchase a share or part of a share in the authorized capital of the Company is not permitted.

7.11. The share of a member of the Company may be alienated until it is fully paid only in the part in which it is paid.

7.12. A member of the Company who intends to sell his share or part of the share to a third party is obliged to notify in writing the other members of the Company and the Company itself by sending through the Company at his own expense an offer addressed to these persons and containing an indication of the price and other conditions of sale. The offer to sell a share or part of a share is considered received by all participants of the Company at the time of its receipt by the Company. An offer is considered not received if, no later than the day it is received by the Company, a member of the Company receives a notice of its withdrawal.

Revocation of an offer to sell a share or part of a share after its receipt by the Company is permitted only with the consent of all members of the Company.

Option 1: Withdrawal of an offer to sell a share or part of a share after its receipt by the Company is permitted with the consent of a majority of the Company's participants in _____ votes, or if none of the Company's participants has yet exercised the preemptive right to purchase a share or part of a share, or if, from the moment the Company is notified of intention to sell a share or part of a share, less than _____ days have passed before the refusal to sell the share.

Option 2: Revocation of the offer to sell a share or part of a share after its receipt by the Company is not allowed.

7.13. Members of the Company have the right to exercise the preemptive right to purchase a share or part of a share within _____ (at least 30) days from the date of receipt of the offer by the Company.

7.14. If individual members of the Company refuse to use the preemptive right to purchase a share or part of a share in the authorized capital of the Company or use the preemptive right to purchase not the entire share offered for sale or not the entire part of the share offered for sale, other members of the Company may exercise the preemptive right to purchase a share or part of a share in the authorized capital of the Company in the relevant part in proportion to the size of their shares within the remaining part of the period for exercising their pre-emptive right to purchase a share or part of a share.

Note: The Company's Charter may provide otherwise.

7.16. The preemptive right to purchase a share or part of a share in the authorized capital of the Company from a participant and (if the Charter of the Company provides) the preemptive right to purchase a share or part of a share from the Company by the Company terminates on the day:

Submission of a written application for refusal to use this preemptive right in the manner prescribed by this paragraph;

Expiration of the period for using this preemptive right.

Applications from the Company's participants to refuse to exercise the pre-emptive right to purchase a share or part of a share must be received by the Company before the expiration of the period for exercising the said pre-emptive right established in accordance with clause 7.13 of this Charter. The Company’s application for refusal to use the pre-emptive right to purchase a share or part of a share in the authorized capital of the Company provided for by the Charter is submitted within the period provided for in clause 7.5 to the Company participant who sent the offer to sell the share or part of the share, by the General Director of the Company, if the resolution of this issue is not related The Charter of the Company falls within the competence of another body of the Company.

7.17. Shares in the authorized capital of the Company pass to the heirs of citizens and to the legal successors of legal entities that were participants in the Company.

Option: Transfer of a share in the authorized capital of the Company to the heirs of citizens and to the legal successors of legal entities that were members of the Company, and transfer of the share that belonged to a liquidated legal entity to its founders (participants) who have proprietary rights to its property or rights of obligation in relation to this legal entity , are allowed only with the consent of other members of the Society.

Note: The Charter may provide for different procedures for obtaining the consent of the Company's participants to transfer a share or part of a share in the authorized capital of the Company to third parties, depending on the grounds for such a transfer.

7.19. The consent of the members of the Company and the Society (if provided for by the Charter) to the alienation or transfer of a share or part of a share to a member of the Society or a third party is considered received provided that all participants of the Society and the Company within _____ days (clause 10 of article 21 of the Federal Law "On limited liability companies" - 30 days, but the Charter may establish a different period, taking into account clauses 7.5 and 7.13) from the date of receipt of the relevant application or offer, the Company submits written statements of consent to the alienation of a share or part of a share or in During the specified period, written statements of refusal to give consent to the alienation or transfer of a share or part of a share have not been submitted.

7.20. The statements of the Company's participants provided for in clause 7.19 must be submitted to the Company. The Company's application provided for in clause 7.19 must be sent directly to the participant who intends to alienate a share or part of a share.

7.21. A transaction aimed at alienating a share or part of a share is subject to mandatory notarization.

Notarization of this transaction is not required in the cases listed in paragraph 11 of Art. 21 Federal Law "On Limited Liability Companies".

7.22. The acquirer of a share or part of a share in the authorized capital of the Company is transferred to all the rights and obligations of a participant in the Company that arose before the transaction aimed at alienating the specified share or part of a share in the authorized capital of the Company, or before the emergence of another basis for its transfer, with the exception of additional rights and obligations provided to the participant in accordance with paragraphs. 6.2.10 and 6.1.8 of the Charter.

7.23. A member of the Company who has alienated his share or part of a share in the authorized capital of the Company bears an obligation to the Company to make a contribution to the property that arose before the transaction aimed at alienating the specified share or part of a share in the authorized capital of the Company, jointly and severally with its acquirer.

7.24. A member of the Company has the right to pledge his share or part of the share to another member of the Company or, with the consent of the General Meeting of Members of the Company, to a third party.

Option: A member of the Company has the right to pledge his share or part of the share to another member of the Company.

7.25. The decision of the General Meeting of Participants of the Company to give consent to pledge a share or part of a share is made by a majority of at least _______________ (in accordance with Article 22 of the Federal Law “On Limited Liability Companies” - by a simple majority, but the Charter may stipulate otherwise). The vote of a Company participant who intends to pledge his share or part of the share is not taken into account when determining the voting results.

7.26. The pledge agreement for 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.

7.27. The Company does not have the right to acquire shares or parts of shares in its authorized capital, except in cases provided for by law.

7.28. In the cases provided for in the first and second paragraphs of clause 2 of Art. 23 of the Federal Law “On Limited Liability Companies”, within _____ (three) months from the date of occurrence of the corresponding obligation, the Company is obliged to pay to the Company participant the actual value of his share in the authorized capital of the Company, determined on the basis of the data of the Company’s financial statements for the last reporting period preceding the day application of a Company participant with a corresponding demand, or with the consent of a Company participant, to give him in kind property of the same value.

Note: Provisions establishing a different deadline for fulfilling this obligation may be provided for by the Charter of the Company upon its establishment, when amendments are made to the Charter of the Company by decision of the General Meeting of Members of the Company, adopted unanimously by all members of the Company. The exclusion of the specified provisions from the Charter of the Company is carried out by decision of the General Meeting of Participants of the Society, adopted by two-thirds of the votes of the total number of votes of participants of the Society.

7.29. The share or part of the share passes to the Company from the date:

Receipt by the Company of a request from a Company participant for its acquisition;

Receipt by the Company of a Company participant’s application to leave the Company, if the participant’s right to leave the Company is provided for in clause 8.1 of the Charter;

Expiration of the deadline for payment of a share in the authorized capital of the Company or provision of compensation provided for in clause 3 of Art. 15 Federal Law "On Limited Liability Companies";

The entry into force of a court decision on the exclusion of a Company participant from the Company or a court decision on the transfer of a share or part of a share to the Company in accordance with clause 18 of Art. 21 Federal Law "On Limited Liability Companies";

Receiving from any member of the Company a refusal to give consent to the transfer of a share or part of a share in the authorized capital of the Company to the heirs of citizens or legal successors of legal entities that were members of the Company, or to transfer such a share or part of a share to the founders (participants) of a liquidated legal entity - a member of the Company, owner of the property of a liquidated institution, state or municipal unitary enterprise- a participant of the Company or a person who acquired a share or part of a share in the authorized capital of the Company at a public auction;

Payment by the Company of the actual value of a share or part of a share owned by a member of the Company, at the request of his creditors.

7.30. The Company is obliged to pay to the Company participant the actual value of the share or part of the share in the authorized capital of the Company or to issue in kind property of the same value within _______________ (one year, unless a shorter period is provided for by this Charter or the law) from the date of transfer of the share or part of the share to the Company.

7.31. Shares owned by the Company are not taken into account when determining the voting results at the General Meeting of Members of the Company, when distributing the Company's profits, as well as the Company's property in the event of its liquidation.

7.32. 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 acquisition to all or some participants of the Company and (or ) to third parties (unless prohibited by the Charter) in accordance with Art. 24 Federal Law "On Limited Liability Companies".

7.33. 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 participant, the Company has the right to pay creditors the actual value of the share or part of the share of the Company participant.

7.34. By decision of the General Meeting of Members of the Company, adopted unanimously by all members of the Company, the actual value of the share or part of the share of the Member of the Company, whose property is being foreclosed on, may be paid to creditors by the remaining members of the Company in proportion to their shares in the authorized capital of the Company (a different procedure for determining the amount of payment may be established in the Charter or directly in the decision of the General Meeting of Participants of the Company).

7.35. Participants of the Society are obliged, by decision of the General Meeting of Participants, adopted by a majority of at least _____ (at least 2/3) votes of the total number of participants, to make contributions to the property of the Society.

Note: The Company's Charter may not provide for the obligation of participants to make contributions.

Such an obligation of the Company's participants may be provided for by the Company's Charter upon establishment of the Company or by introducing amendments to the Company's Charter by decision of the General Meeting of the Company's Participants, adopted unanimously by all the Company's participants.

Option 1: The maximum value of deposits is limited and amounts to _____ (__________) rubles.

Option 2: Contributions to property are made in the following order: _________________________.

Note: Provisions establishing the procedure for determining the size of contributions to the property of the Company disproportionate to the size of the shares of the Company's participants, as well as provisions establishing restrictions associated with making contributions to the property of the Company, may be provided for by the Charter of the Company upon its establishment or included in the Charter of the Company by decision of the General Meeting members of the Society, adopted by all members of the Society unanimously.

Amendments and exclusions of the provisions of the Company's Charter establishing the procedure for determining the size of contributions to the Company's property disproportionate to the size of the shares of the Company's participants, as well as restrictions associated with making contributions to the Company's property established for all members of the Society, are carried out by decision of the General Meeting of the Company's participants, adopted by all participants The society is unanimous. Amendments and exclusions of the provisions of the Company's Charter that establish the specified restrictions for a certain member of the Company are carried out by decision of the General Meeting of Members of the Company, adopted by a majority of at least two-thirds of the votes of the total number of votes of the members of the Company, provided that the member of the Company for whom such restrictions are established, voted for such a decision or gave written consent.

7.37. Contributions to the Company's property are made _________________________ (money, securities, other things or property rights or other rights that have a monetary value).

7.38. Contributions to the Company's property do not change the size and nominal value of the shares of the Company's participants in the authorized capital of the Company.

8. PROCEDURE FOR WITHDRAWAL OF A PARTICIPANT FROM THE SOCIETY

8.1. A member of the Company has the right to leave the Company by alienating a share to the Company, regardless of the consent of its other participants or the Company.

Option: A Company Member does not have the right to leave the Company by alienating a share to the Company.

8.2. When leaving the Company, a participant submits a corresponding written application to the General Director of the Company.

The share or part of the share of the Company participant passes to the Company from the date the Company receives the specified application of the Company participant to leave the Company.

8.3. 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 case of incomplete payment of his share in the authorized capital of the Company, the actual value of the paid part of the share within _____ (three) months (other period) from the date of occurrence of the corresponding obligation.

Note: Provisions establishing a different period or procedure for payment of the actual value of a share or part of a share may be provided for by the Charter of the Company upon its establishment, when amendments are made to the Charter of the Company by decision of the General Meeting of Members of the Company, adopted unanimously by all members of the Company. The exclusion of the specified provisions from the Charter of the Company is carried out by decision of the General Meeting of Participants of the Society, adopted by two-thirds of the votes of the total number of votes of participants of the Society.

8.4. If clause 8.1 of the Company's Charter provides for the right of a Company participant to leave the Company and, at the same time, in accordance with the requirements of the Federal Law "On Limited Liability Companies", the Company does not have the right to pay the actual value of the share in the authorized capital of the Company or to issue in kind property of the same value, The Company, on the basis of a written application submitted no later than three months from the date of expiration of the deadline for payment of the actual value of the share by a person who left the Company, is obliged to reinstate him as a participant in the Company and transfer to him the corresponding share in the authorized capital of the Company.

8.5. The withdrawal of the Company's 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 member of the Society from the Company are not allowed.

8.6. The withdrawal of a Company participant from the Company does not relieve him of his obligation to the Company to make a contribution to the Company’s property that arose before filing an application for withdrawal from the Company.

9. EXCLUSION OF A PARTICIPANT FROM THE SOCIETY

9.2. The share of a Company participant expelled from the Company passes to the Company.

9.3. The Company is obliged to pay the excluded member of the Company the actual value of his share, which is determined according to the accounting statements of the Company for the last reporting period preceding the date of entry into force of the court decision on exclusion, or with the consent of the excluded member of the Company, give him in kind property of the same value.

10. SOCIETY MANAGEMENT. GENERAL MEETING OF PARTICIPANTS

10.1. Supreme body The Society is the General Meeting of Participants.

Once a year the Society holds an annual General Meeting. General meetings of participants held in addition to the annual meeting are extraordinary.

The management of the current activities of the Company is carried out by the sole executive body - the General Director of the Company.

10.2. The competence of the General Meeting of Participants includes:

10.2.1. Determining the main directions of the Company’s activities, as well as making decisions on participation in associations and other associations of commercial organizations.

10.2.2. Changes to the Charter of the Company, including changes in the size of the authorized capital of the Company, approval of a new edition of the Charter.

10.2.3. Election General Director and early termination of his powers, establishing the amount of remuneration and compensation paid to him, as well as making a decision on transferring the powers of the General Director to a manager, approving such a manager and the terms of the contract with him.

10.2.4. Approval of annual reports and annual balance sheets.

10.2.5. Making a decision on the distribution of the Company's net profit among the Company's participants.

10.2.6. Appointment of an audit, approval of the auditor and determination of the amount of payment for his services.

10.2.7. Making a decision on the reorganization or liquidation of the Company.

10.2.8. Appointment of a liquidation commission and approval of liquidation balance sheets.

10.2.9. Creation of branches and opening of representative offices.

10.2.10. Giving participants additional rights or imposing additional responsibilities on participants.

10.2.11. The decision on the pledge by a participant of his share to a third party.

10.2.12. The decision on making contributions by participants to the property of the Company.

10.2.13. Approval of the monetary valuation of property contributed to pay for shares in the authorized capital of the Company.

10.2.14. The decision on approval by the Company of a transaction in which there is an interest, in accordance with Art. 45 of the Federal Law "On Limited Liability Companies", as well as the decision to approve a major transaction in accordance with Art. 46 of the said Law.

10.2.15. Distribution of shares owned by the Company among the members of the Company or sale of shares owned by the Company to some members of the Company or third parties.

10.2.16. Payment by the Company participants of the actual value of the share or part of the share of the Company participant whose property has been foreclosed on.

10.2.17. Approval of the Regulations on the General Director of the Company.

10.2.18. The resolution of issues within the exclusive competence of the General Meeting of Participants cannot be transferred to other bodies of the Company.

The General Meeting of the Company's participants has the right to make decisions only on agenda items communicated to the Company's participants in the prescribed manner, except in cases where all the Company's participants participate in this General Meeting.

10.2.19. 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.

10.3. Decisions on issues provided for in sub. 10.2.2, 10.2.9, 10.2.12 of the Charter, as well as on other issues determined by this Charter, as well as the Federal Law "On Limited Liability Companies", are adopted by a majority of at least 2/3 of the votes of the total number of votes of the Company's participants.

Decisions on issues provided for in sub. 10.2.7, 10.2.10, 10.2.13, 10.2.16, as well as other issues provided for by this Charter, as well as the Federal Law “On Limited Liability Companies”, are adopted by the participants (representatives of the participants) unanimously.

Decisions on other issues falling within the competence of the General Meeting of Participants of the Company are made by participants (representatives of participants) by a majority vote of the total number of votes of participants of the Company, unless otherwise provided by this Charter or the legislation of the Russian Federation.

10.4. The General Meeting is opened by the General Director of the Company (or in cases provided for by law - by another person).

10.5. The meeting is chaired by the Chairman of the General Meeting of Participants, selected from among the members of the Company.

10.6. Decisions of the General Meeting of Participants are made by open voting.

Voting at the General Meeting is held closed (secretly) if required by participants (representatives of participants) who have at least 10% of the total number of votes held by participants (representatives of participants) present at the meeting.

Each member of the Company has at the General Meeting of Shareholders the number of votes proportional to his share in the authorized capital of the Company, including when deciding on the election of the Chairman of the General Meeting of Shareholders of the Company.

10.7. A decision of the General Meeting of Participants, adopted in violation of the requirements of federal laws, other legal acts of the Russian Federation, the Charter of the Company and violating the rights and legitimate interests of a member of the Company, may be declared invalid by the court upon the application of a member of the Company who did not take part in the voting or voted against the contested decision.

10.8. At the General Meeting of Participants, decisions are made only on issues for which the person present at this General Meeting is present. required quantity votes of participants. If there is insufficient number of votes of participants to make a decision on the issue, a repeat meeting is scheduled no later than 30 days later.

10.9. The General Director of the Company approves the agenda and organizes preparations for holding General Meetings of the Company's participants. He is obliged to notify the participants of the date and place of the General Meeting of Participants, the agenda, ensure that the participants familiarize themselves with the documents and materials submitted for consideration of the General Meeting of Participants, and carry out other necessary actions no later than 30 days before the date of the meeting.

10.10. 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) to the executive bodies of the Company; draft amendments and additions to the Charter of the Company, or the Charter of the Company in a new edition; draft internal documents of the Company, as well as other information (materials) provided for by the Charter.

The specified information and materials within thirty days before the General Meeting of Participants of the Company must be provided to all participants of the Company for review in the premises of the executive body of the Company. The Company is obliged, at the request of a member of the Society, to provide him with copies specified documents. The fee charged by the Company for providing these copies cannot exceed the cost of their production.

10.11. Extraordinary meetings are convened by the General Director of the Company on his initiative, at the request of the auditor, as well as participants holding in the aggregate no less than one tenth of the total number of votes of the Company's participants.

10.12. If a decision is made to hold an extraordinary meeting of the Company's participants, the said meeting must be held no later than 45 (forty-five) days from the date of receipt of the request.

10.13. The General Director must, within 5 (five) days after receiving a request to convene an extraordinary General Meeting, make a decision on convening or refusing to convene a General Meeting of Participants.

The decision to refuse to convene an extraordinary General Meeting of Participants at the request of the participants or the General Director may be appealed to the court.

10.14. Voting at the General Meeting is held closed (secretly) if it is required by participants possessing at least _____% of the total number of votes possessed by the participants (representatives of participants) present at the meeting.

In other cases, all decisions are made by open voting.

10.15. The decision of the General Meeting of Participants may be adopted without holding a meeting (the joint presence of the Company's participants to discuss agenda items and make decisions on issues put to vote) by absentee voting (by poll).

10.16. The decision of the General Meeting of Participants on the issue of approval of annual reports and annual balance sheets cannot be made by absentee voting.

11. GENERAL DIRECTOR OF THE COMPANY

11.1. The sole executive body of the Company is the General Director.

11.2. The term of office of the General Director is _______________. The General Director can be re-elected an unlimited number of times.

11.3. The General Director is obliged in his activities to comply with the requirements of the current legislation, be guided by the requirements of this Charter, decisions of the Company’s management bodies adopted within their competence, as well as contracts and agreements concluded by the Company, including the employment contract concluded with the Company.

11.4. The General Director is obliged to act in the interests of the Company in good faith and wisely and bear responsibility for his actions in accordance with current legislation.

11.5. The General Director manages the current activities of the Company and resolves all issues that are not within the competence of the General Meeting of Participants of the Company by this Charter and the Law.

11.6. Employment contract with the General Director on behalf of the Company is signed by the person who chaired the General Meeting of the Company Participants at which the General Director was elected, or by one of the participants in the General Meeting of the Company Participants authorized by the decision of the General Meeting of the Company Participants.

11.7. The competence of the General Director of the Company includes:

Without a power of attorney, act on behalf of the Company, including representing its interests and making transactions;

Issue powers of attorney for the right of representation on behalf of the Company, including powers of attorney with the right of substitution;

Issue orders on the appointment of Company employees to positions, on their transfer and dismissal, apply incentive measures and impose disciplinary sanctions;

Review current and long-term plans works;

Ensure the implementation of the Company's activity plans;

Approve the rules, procedures and other internal documents of the Company, with the exception of documents, the approval of which is referred by this Charter to the competence of the General Meeting of Participants of the Company;

Define organizational structure Societies;

Ensure the implementation of decisions of the General Meeting of Participants;

Prepare materials, projects and proposals on issues submitted for consideration by the General Meeting of Participants;

Dispose of the Company's property within the limits established by the General Meeting of Participants, this Charter and current legislation;

Approve staffing schedules of the Company, branches and representative offices of the Company;

Open settlement, currency and other accounts of the Company in banks, conclude agreements and make other transactions, issue powers of attorney on behalf of the Company;

Approve contractual tariffs for the Company’s services and products;

Organize accounting and reporting;

Submit the annual report and balance sheet of the Company for approval by the General Meeting of Participants;

Exercise other powers not included in the competence of other bodies by the Federal Law "On Limited Liability Companies" or the Company's Charter.

11.8. Deputy General Directors are appointed by the General Director in accordance with the staffing table and head areas of work in accordance with the distribution of responsibilities approved by the General Director. Deputy General Directors act within the limits of their competence by proxy on behalf of the Company. In the absence of the General Director, as well as in other cases when the General Director cannot perform his duties, his functions are performed by a deputy appointed by him.

12. ACCOUNTING FOR FINANCIAL AND ECONOMIC ACTIVITIES

12.1. To check and confirm the correctness of annual reports and balance sheets, the Company has the right, by decision of the General Meeting of Participants, to engage a professional auditor (audit firm) who is not connected by property interests with the Company, the person performing the functions of the General Director, and the participants of the Company.

12.2. An audit can be carried out at the request of any participant by a professional auditor chosen by him, who must meet the requirements specified in clause 12.1. In the event of such an audit, payment for the auditor’s services is carried out at the expense of the Company participant at whose request it is carried out. Expenses of a Company participant for payment of auditor's services may be reimbursed to him by decision of the General Meeting of Company Participants at the expense of the Company.

12.3. The involvement of an auditor to check and confirm the accuracy of the Company's annual reports and balance sheets is mandatory in cases provided for by the current legislation of the Russian Federation.

12.4. The auditor has the right to involve experts and consultants in his work, whose work is paid for by the Company.

12.5. The auditor is obliged to demand the convening of an extraordinary General Meeting of Participants if a serious threat to the interests of the Company has arisen.

13. PROPERTY, ACCOUNTING AND REPORTING

13.1. The Company's property is formed from contributions to the authorized capital, as well as from other sources provided for by the current legislation of the Russian Federation. In particular, the sources of formation of the Company’s property are:

Authorized capital of the Company;

Income received from services provided by the Company;

Loans from banks and other lenders;

Contributions of participants;

Other sources not prohibited by law.

The property transferred by a member of the Company for use to the Company to pay for his share, in the event of withdrawal or expulsion of such a participant from the Company, remains in the use of the Company for the period for which this property was transferred, unless otherwise provided by the agreement on the establishment of the Company.

13.2. The reserve fund is formed through annual contributions in the amount of no more than _____% of net profit until the amount of the reserve fund reaches _____% of the authorized capital of the Company. If, after reaching the specified amount, the reserve fund is spent, contributions to it are resumed until full restoration.

The reserve fund is intended to cover the Company's losses and cannot be used for other purposes.

Note: The Company may not have a reserve fund.

13.3. The Company has the right to form other funds, contributions to which are made in the amounts and in the manner established by the General Meeting of Participants.

13.4. The value of the Company's net assets is determined based on accounting data in the manner established by the federal executive body authorized by the Government of the Russian Federation.

If the value of the Company's net assets remains less than its authorized capital at the end of the financial year following the second financial year or each subsequent financial year, at the end of which the value of the Company's net assets was less than its authorized capital, the Company no later than six months after the end of the corresponding financial year must make one of the following decisions:

On reducing the authorized capital of the Company to an amount not exceeding the value of its net assets;

On the liquidation of the Company.

13.5. The Company's property can be seized only by a court decision that has entered into legal force.

13.6. The company may combine part of its property with the property of other legal entities for the joint production of goods, performance of work and provision of services, as well as for other purposes not prohibited by law.

13.7. The Company records the results of work, maintains operational, accounting and statistical records in accordance with the standards in force in the Russian Federation.

13.8. The person performing the functions of the executive body and the chief accountant of the Company bear personal responsibility for compliance with the procedure for maintaining records and reporting and their reliability.

13.9. The Company stores the following documents at the location of the General Director:

Agreement on the establishment of the Company, the decision on the establishment of the Company, the Charter of the Company, as well as changes made to the Charter of the Company and registered in the prescribed manner;

Minutes (minutes) of the General Meeting of the founders of the Company, containing the decision on the creation of the Company and on approval of the monetary valuation of non-monetary contributions to the authorized capital, as well as other decisions related to the creation of the Company;

A document confirming the state registration of the Company;

Documents confirming the Company's rights to property on its balance sheet;

Internal documents;

Regulations on branches and representative offices;

Documents related to the issue of bonds and other issue-grade securities;

Minutes of General Meetings of the Company's participants, meetings of the Management Board and the Audit Commission (Auditor), auditor, state and municipal financial control bodies;

Conclusions of the Audit Commission (Auditor) of the Company, auditor, state and municipal financial control bodies;

Lists of affiliated persons of the Company;

Other documents, including accounting, provided for by federal laws and other legal acts of the Russian Federation, the Charter of the Company, internal documents, decisions of the General Meeting of Participants and the executive body of the Company.

13.10. The Company is obliged to provide the Company's participants with access to the judicial acts available to it on a dispute related to the creation of the Company, its management or participation in it, including rulings on the initiation of proceedings by the arbitration court and the adoption of statement of claim or a statement to change the basis or subject of a previously stated claim.

13.11. The Company, at the request of a member of the Company, is obliged to provide him with access to the documents provided for in clauses 13.9 and 13.10.

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.

13.12. Documents of permanent storage that have scientific and historical significance are transferred for state storage to state archival institutions. The transfer and organization of documents is carried out at the expense of the Company in accordance with the requirements of archival authorities.

13.13. Familiarization with documents related to trade secrets, as well as the procedure for providing information by the Company to participants and other persons are regulated by the Regulations approved by the General Meeting of Participants.

13.14. In case of public placement of bonds and other issue-grade securities, the company is obliged to publish annually annual reports and balance sheets.

13.15. The financial year of the Company coincides with calendar year. First fiscal year ends _____

13.16. The General Director of the Company is responsible for compliance with the maintenance procedure, reliability of accounting and reporting.

14. PROFIT DISTRIBUTION

14.1. The decision on the distribution of profits is made by the General Meeting of Participants.

14.1.1. The Company has the right to make a decision once a year on the distribution of its net profit among the Company's participants.

14.2. The portion of net profit to be distributed is distributed in one of the following ways:

Proportional to the share of each member of the Company;

Depending on the degree of participation of each participant in the work of the Company’s bodies;

Depending on the specific conditions associated with the Company’s receipt of profit (amount of profit, timing of product sales, etc.);

In accordance with the exact determination of the share of each participant of the Company in accordance with the decision adopted at the General Meeting of Participants of the Company;

- ______________________________________________.

Note: The procedure for distributing profits in the Company can be changed by amending the Charter of the Company by decision of the General Meeting of Members of the Company, adopted unanimously by all members of the Company. The exclusion of the provisions of the Company's Charter establishing such a procedure is carried out by decision of the General Meeting of Members of the Company, adopted unanimously by all members of the Company.

14.3. The Company does not have the right to make a decision on the distribution of its profits among the Company's participants:

Until full payment of the entire authorized capital of the Company;

Before payment of the actual value of a share or part of a share of a Company participant in cases provided for by Federal Law;

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 of such a decision, 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 for by federal laws.

14.4. The period for payment of part of the distributed profit is _______________ from the date of the decision on the distribution of profit between the participants of the company.

Note: The deadline for paying part of the distributed profit of the Company may be determined by a decision of the General Meeting of Participants of the Company on the distribution of profit between them. The specified period should not exceed sixty days from the date of adoption of the decision on the distribution of profits between the participants of the Company. If the period for payment of part of the distributed profit of the Company is not determined by the Charter or the decision of the General Meeting of the Company's participants on the distribution of profit between them, the specified period is considered equal to sixty days from the date of the decision on the distribution of profit between the participants of the Company.

14.5. The Company does not have the right to pay profit to the Company’s participants, the decision to distribute which among the Company’s participants was made if:

At the time of making such a decision, the Company meets the signs of insolvency (bankruptcy) or if these signs appear in the Company as a result of such a decision;

At the time of such a decision, the value of the Company’s net assets is less than its authorized capital and reserve fund or will become less than their size as a result of such a decision;

In other cases provided for by this Charter and the current legislation of the Russian Federation.

Upon termination of the circumstances specified in this paragraph, the Company is obliged to pay profit to the Company participants, the decision on the distribution of which among the Company participants has been made.

15. MAINTAINING THE LIST OF PARTICIPANTS

The Company is obliged to ensure the maintenance and storage of a list of members of the Society from the moment of state registration of the Company.

15.2. ____________________ (General Director/or specify another body) ensures compliance of information about the participants of the Company and about the shares or parts of shares owned by them in the authorized capital of the Company, about shares or parts of shares owned by 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.

15.3. The Company and those who did not notify the Company in accordance with sub. 6.1.9 on changes in the relevant information, the Company's participants do not have the right to refer to the discrepancy between the information specified in the list of the Company's 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 of the Society's participants.

15.4. In case of disputes regarding the discrepancy between the information specified in the list of participants of the Company and the information contained in the Unified State Register of Legal Entities, the right to a share or part of a share in the authorized capital of the Company is established on the basis of information contained in the Unified State Register of Legal Entities.

15.5. In case of disputes regarding the unreliability of information about the ownership of the right to a share or part of a share contained in the Unified State Register of Legal Entities, the right to a share or part of a share is established on the basis of an agreement or other document confirming the emergence of the founder or participant's right to a share or part of a share. .

16. LIQUIDATION AND REORGANIZATION OF THE COMPANY

16.1. The company may be voluntarily reorganized in the manner prescribed by law. 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 Company's Charter.

16.2. The reorganization of the Company is carried out in the manner determined by the current legislation of the Russian Federation.

16.3. The reorganized Company, after making an entry in the Unified State Register of Legal Entities about the beginning of the reorganization procedure, twice with a frequency of once a month, publishes in the media in which data on the state registration of legal entities is published, a message about its reorganization in the manner established by Art. 51 Federal Law "On Limited Liability Companies".

16.4. The company may be liquidated voluntarily or by court decision on the grounds provided for by the Civil Code of the Russian Federation.

16.5. Liquidation of the Company entails the termination of its activities 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, other legislative acts, taking into account the provisions of this Charter.

The general meeting of participants of a voluntarily liquidated Company makes a decision on the liquidation of the Company and the appointment of a liquidation commission.

16.7. 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.

16.8. 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 meetings of the liquidation commission are signed by the Chairman and the Secretary.

In the absence of a legal successor, 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 archives of the administrative district in 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.

16.10. If the funds available to the Company are insufficient to satisfy the claims of creditors, the liquidation commission sells the Company's property at public auction in the manner established for the execution of court decisions.

After completing settlements with creditors, the liquidation commission draws up a liquidation balance sheet, which is approved by the General Meeting of Members of the Company.

16.11. The property of the liquidated Company remaining after completion of settlements with creditors is distributed by the liquidation commission among the participants of the Company in the order of priority established by Art. 58 Federal Law "On Limited Liability Companies".

16.12. The liquidation of the Company is considered completed from the moment the corresponding entry is made in the Unified State Register of Legal Entities.

16.13. The powers of the liquidation commission are terminated upon completion of the liquidation of the Company.

APPROVED
General meeting of participants
Protocol N _______________
from "___"__________ ____ g.

CHARTER
Management company of residential and non-residential assets
in the form of a limited liability company
"________________________________"
(Governing bodies: General Meeting, General Director)

G. ____________

1. GENERAL PROVISIONS

1.1. Limited Liability Company "___________", hereinafter referred to as the "Company", is a legal entity, created and conducts its activities in accordance with the Civil Code of the Russian Federation, the Federal Law "On Limited Liability Companies", the Housing Code of the Russian Federation and other legislation.
1.2. Full corporate name of the Company in Russian: Limited Liability Company "____________", abbreviated corporate name of the Company in Russian: LLC "___________".
Full corporate name of the Company in __________ language: "_________"; abbreviated corporate name of the Company in ___________ language: “__________”.
1.3. The Company has the right, in accordance with the established procedure, to open bank accounts on the territory of the Russian Federation and abroad. The Company has a round seal containing its full corporate name in Russian and an indication of its location. The Company has the right to have stamps and forms with its corporate name, its own emblem and other means of visual identification.
1.4. The company is the owner of its property and funds and is liable for its obligations with its own property.
1.5. Participants of the Company are not liable for its obligations and 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.
1.6. 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.
1.7. Location of the Company: _____________________.
1.8. The company is registered for an indefinite period.
Option: The company is registered for a period of _______ (or for a period of up to "__"________ ___).

2. GOALS AND SCOPE OF ACTIVITY

2.1. The main goal of the Company's activities is to generate profit.
2.2. The company has civil rights and bears civil responsibilities necessary to carry out any types of activities not prohibited by law. The main activities of the Company include:
- housing management activities, including:
- organization of operation;
- relationships with related organizations and suppliers;
- all types of work with employers and tenants;
- organization maintenance and repair of building structures and engineering systems of buildings;
- organization of sanitary maintenance (cleaning of common areas; cleaning of local areas; care of green spaces);
- organizing the maintenance and repair of housing stock;
- activities to organize the collection of rent for the operation of housing stock;
- activities for management and supervision of the condition and operation of non-residential stock and land plots;
- activities to collect rent for the operation of non-residential buildings;
- activities to organize the collection of land rent.
The Company has universal legal capacity and can engage in any non-prohibited activities, including those not expressly provided for by the Charter.
2.3. All of the above activities are carried out in accordance with the current legislation of the Russian Federation.

3. LEGAL STATUS OF THE COMPANY

3.1. The company is considered created as a legal entity from the moment of state registration.
3.2. In order to achieve the goals of its activities, the Company has the right to fulfill its obligations, exercise any property and personal non-property rights granted by law to Limited Liability Companies, in its own name, carry out any transactions permitted by law, and be a plaintiff and defendant in court.
3.3. The Company is the owner of property acquired in the course of its business activities. The Company shall own, use and dispose of the property in its ownership at its own discretion in accordance with the goals of its activities and the purpose of the property.
3.4. The Company's property is accounted for on its independent balance sheet.
3.5. The Company has the right to use credit in rubles and foreign currency.
3.6. The company is liable for its obligations with all its assets. The Company is not liable for the obligations of the state and the Company's participants. The state is not responsible for the Company's obligations. Participants of the Company are not liable for its obligations and 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.
3.7. 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 insufficient property may be assigned subsidiary liability for his obligations.
3.8. The Company can create independently and jointly with other legal entities and citizens on the territory of the Russian Federation organizations with the rights of a legal entity in any organizational and legal forms permitted by law. The company has the right to have subsidiaries and dependent companies with the rights of a legal entity.
3.9. The Company may create branches and open representative offices on the territory of the Russian Federation. Branches and representative offices are established by the General Meeting of Participants and operate in accordance with the regulations on them. The regulations on branches and representative offices are approved by the General Meeting of Participants.
3.10. The creation of branches and representative offices on the territory of other states is regulated by the legislation of the Russian Federation and the relevant states.
3.11. Branches and representative offices are not legal entities and are provided with fixed and working capital at the expense of the Company.
3.12. Branches and representative offices operate on behalf of the Company. The Company is responsible for the activities of its branches and representative offices. The heads of branches and representative offices are appointed by the General Director of the Company and act on the basis of powers of attorney issued to them.
3.13. The Company has established a branch _____________ at the address: _______________.
The branch ___________ of the Company performs the following functions:

3.14. The Company has opened a representative office __________________ at the address: ____________.
The representative office of the ________________ Company performs the following functions:
________________________________________;
________________________________________.
3.15. Dependent and subsidiary companies on the territory of the Russian Federation are created in accordance with the legislation of the Russian Federation, and outside the territory of Russia - in accordance with the legislation of a foreign state at the location of the subsidiary or dependent company, unless otherwise provided by an international treaty of the Russian Federation. The grounds on which a company is recognized as a subsidiary (dependent) are established by law.
3.16. The subsidiary company is not liable for the debts of the parent company. The parent Company, which had the right to give mandatory instructions to its subsidiary, shall be jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions. In the event of insolvency (bankruptcy) of a subsidiary through the fault of the parent Company, the latter shall bear subsidiary liability for its debts if the subsidiary's property is insufficient.
3.17. The Company independently plans its production and economic activities, as well as the social development of the team. The plans are based on contracts concluded with consumers of the Company’s services, as well as suppliers of material, technical and other resources.
3.18. Performance of work and provision of services are carried out at prices and tariffs established by the Company independently.
3.19. The Company has the right to attract Russian and foreign specialists for work, independently determining the forms, sizes and types of remuneration.
3.20. The Company is responsible for the safety of documents (managerial, financial and economic, personnel, etc.); ensures the transfer for state storage of documents of scientific and historical significance to state archival institutions in accordance with current legislation; stores and uses personnel documents in the prescribed manner.
3.21. To achieve the goals of its activities, the Company may acquire rights, assume obligations and carry out any actions not prohibited by law.
The activities of the Company are not limited to those specified in the charter.
Transactions that go beyond the scope of statutory activities, but do not contradict the law, are valid.

4. AUTHORIZED CAPITAL

4.1. The authorized capital of the Company is made up of the nominal value of the shares of its participants.
The authorized capital of the Company determines the minimum amount of property that guarantees the interests of its creditors; it is _____ (___________) rubles.
Note: 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.

The maximum size of a participant's share is limited and amounts to _______ (___________) rubles, which is ___% of the authorized capital.
Option: The maximum size of a participant's share is not limited.
The ratio of shares of participants can be changed (cannot be changed).

Note: Such restrictions cannot be established in relation to individual members of the Company. The specified restrictions may be provided for by the charter of the Company upon its establishment, as well as included in the charter of the Company, amended and excluded from the charter of the Company by decision of the general meeting of members of the Company, adopted unanimously by all members of the Company.

4.2. At the time of registration of this version of the Company's charter, the founders paid 100% of the authorized capital.
Option: By the time of registration of the Company, the authorized capital has been paid by the founders in the amount of _____% (at least 50%). Each founder of the Company must pay in full his share in the authorized capital of the Company within the period determined by the agreement on the establishment of the Company.
Note: The payment period cannot exceed one year from the date of state registration of the Company.
In this case, the share of each founder of the Company can be paid at a price not lower than its nominal value.

4.3. It is not permitted to release the founder of the Company from the obligation to pay for a share in the authorized capital of the Company.
4.4. The number of votes a participant has is directly proportional to his share. Shares owned by the Company are not taken into account when determining the results of voting at the General Meeting of Members of the Company, as well as when distributing profits and property of the Company in the event of its liquidation.
4.5. The authorized capital of the Company may be increased at the expense of the Company's property, and (or) at the expense of additional contributions of the Company's participants, and (or) at the expense of contributions from third parties accepted into the Company.
Option: The authorized capital of the Company can be increased only at the expense of the Company’s property and (or) through additional contributions of the Company’s participants.

4.6. 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 Members of the Company, adopted by a majority of at least _______ (at least 2/3) votes of the total number of votes of the Company's members.
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 data from 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 the Company's 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 the authorized capital of the Company is increased 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.
4.7. The General Meeting of the Company's participants, by a majority of at least ________ (not less than 2/3) votes of the total number of votes of the Company's participants, may decide to increase the authorized capital of the Company by making additional contributions by the Company's participants. Such a decision should determine the total cost of additional deposits, and also establish 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. The specified ratio is established based on the fact that the nominal value of the share of a member of the Company may increase by an amount equal to or less than the value of his additional contribution.
Additional contributions may be made by the Company's participants within two months from the date of adoption of the decision by the General Meeting of the Company's Participants.
Note: The charter may establish a different period.

4.8. The General Meeting of Members of the Company may decide to increase its authorized capital on the basis of an application from a member of the Company (applications from members of the Society) to make an additional contribution and (or) an application from a third party (applications from third parties) to accept him into the Company and make a contribution (in the event if clause 4.5 of this charter provides for the possibility of increasing the authorized capital through contributions from third parties). Such a decision is made by the members of the Company unanimously.
The application of the participant (participants) of the Company and the application of a third party (see clause 4.5) 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 participant of the Company or the third party would like to have in the authorized capital Society. The application may also indicate other conditions for making contributions and joining the Company.
Additional contributions by the Company's participants and contributions by third parties 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.
4.9. An increase in the authorized capital of the Company is permitted only after its full payment.

4.10. The company has the right, and in cases provided for by law, is obliged to reduce its authorized capital. A decrease in the authorized capital of the Company may be carried out by reducing the nominal value of the shares of all participants of the Company in the authorized capital of the Company and (or) redeeming shares owned by the Company.
4.11. 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 in accordance with clause 1 of Art. 14 Federal Law "On Limited Liability Companies", as of the date of submission of documents for state registration.
4.12. 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.
4.13. 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.
4.14. 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.
4.15. Within 30 (thirty) days from the date of the decision to reduce its authorized capital, the Company is obliged to notify in writing about the reduction of the authorized capital of the Company and its new amount to all creditors of the Company known to it, and also publish it in the press organ in which data on state registration is published legal entities, notification of the decision made.

5. ISSUE OF BONDS

5.1. The Company has the right to place bonds and other issue-grade securities in the manner prescribed by securities legislation.
The issue of bonds by the Company is permitted after full payment of its authorized capital.
5.2. The bond must have a par value. The nominal value of all bonds issued by the Company must not exceed the amount of the authorized capital of the Company and (or) the amount of security provided to the Company for these purposes by third parties. In the absence of security provided by third parties, the issue of bonds is permitted no earlier than the third year of the Company’s existence and subject to proper approval of the annual financial statements for two completed financial years. The specified restrictions do not apply to issues of mortgage-backed bonds and in other cases established by federal securities laws.
By decision of the General Meeting of Members of the Company, adopted unanimously by all members of the Company, the members of the Company have the right to set off monetary claims against the Company against their additional contributions and (or) third parties against their contributions.

6. RIGHTS AND OBLIGATIONS OF PARTICIPANTS

6.1. The participant is obliged:
6.1.1. Pay for shares in the authorized capital of the Company in the manner, in the amounts and within the time limits provided for by the agreement on the establishment of the Company. Part of the profit is accrued to the participant from the moment of actual payment of 100% of his share in the authorized capital.
6.1.2. Comply with the requirements of the Charter, the terms of the agreement on the establishment of the Company, carry out decisions of the Company’s management bodies adopted within their competence.
6.1.3. Do not disclose confidential information about the activities of the Company.
6.1.4. Immediately notify the General Director of the impossibility of paying for the declared share in the authorized capital of the Company.
6.1.5. Take care of the Company's property.
6.1.6. Fulfill assumed obligations in relation to the Company and other participants.
6.1.7. Provide assistance to the Company in carrying out its activities.
6.1.8. Perform other additional duties assigned to all members of the Company by decision of the General Meeting of Members of the Company, adopted unanimously. Also perform other additional duties assigned to a specific participant by decision of the General Meeting of Members of the Company, adopted by a majority of at least two-thirds of the total number of votes, provided that the member of the Company who is assigned such duties voted for such a decision or gave a written agreement. Additional obligations assigned to a specific member of the Company, in the event of alienation of his share or part of the share, are not transferred to the acquirer of the share or part of the share. Additional duties may be terminated by decision of the General Meeting of the Company Participants, adopted unanimously by all the Company Participants.
6.1.9. Inform the Company in a timely manner about changes in information about one’s name, place of residence or location, as well as information about his shares in the authorized capital of the Company. If a member of the Company fails to provide information about changes in personal information, the Company shall not be liable for losses caused in connection with this.
6.2. The participant has the right:
6.2.1. Participate in the management of the affairs of the Society, including through participation in General Meetings of Participants, personally or through your representative.
6.2.2. Receive information about the activities of the Company and get acquainted with its accounting books and other documentation.
6.2.3. Take part in the distribution of profits.
6.2.4. Elect and be elected to the management and control bodies of the Company.
6.2.5. Get acquainted with the minutes of the General Meeting and make extracts from them.
6.2.6. To receive, in the event of liquidation of the Company, part of the property remaining after settlements with creditors, or its value.
6.2.7. Appeal to the relevant bodies of the Company the actions of the Company's officials.
6.2.8. Make proposals on the agenda within the competence of the General Meeting of Participants.
6.2.9. Withdraw from the Company by alienating a share to the Company, regardless of the consent of its other participants or the Company, with payment to him of the actual value of his share or by issuing him in kind property of the same value with the consent of this member of the Society.
Note: The clause is not indicated if clause 8.1 of the charter does not provide for the right of a participant to leave the Company.

6.2.10. Enjoy the following additional rights:
- ____________________________________________;
- ____________________________________________.
Note: Additional rights may be provided for by the charter of the Company upon its establishment or granted to the member(s) of the Company by decision of the general meeting of members of the Company, adopted unanimously by all members of the Company.

6.2.11. Additional rights granted to a specific member of the Company, in the event of alienation of his share or part of the share, are not transferred to the acquirer of the share or part of the share.
6.2.12. Termination or limitation of additional rights granted to all members of the Company is carried out by decision of the General Meeting of Members of the Company, adopted unanimously by all members of the Company. Termination or limitation of additional rights granted to a specific member of the Company is carried out by decision of the General Meeting of Members of the Company, adopted by a majority of at least two-thirds of the total number of votes of members of the Company, provided that the member of the Company who owns such additional rights voted for the adoption of such decisions or gave written consent.
6.2.13. A member of the Company who has been granted additional rights may refuse to exercise the additional rights belonging to him by sending a written notice to the Company. From the moment the Company receives this notification, the additional rights of the Company participant are terminated.
6.3. The number of members of the Society should not be more than fifty.
6.4. Any agreements between members of the Company aimed at limiting the rights of any other participant in comparison with the rights provided by current legislation are void.
6.5. The Company's members have the right to enter into an agreement on the exercise of the rights of the Company's members, under which they undertake to exercise their rights in a certain way and (or) refrain from exercising these rights, including voting in a certain way at the General Meeting of the Company's members, agreeing on the voting option with other participants, selling share or part of a share at a price determined by this agreement and (or) upon the occurrence of certain circumstances, or refrain from alienating a share or part of a share until the occurrence of certain circumstances, as well as carry out other actions in concert related to the management of the Company, with the creation, activities, reorganization and liquidation Society.

7. TRANSFER OF A SHARE OR PART OF A SHARE IN THE AUTHORIZED CAPITAL TO ANOTHER PERSON

7.1. The transfer of a share or part of a share in the authorized capital of the Company to one or more participants of this Company or to third parties is carried out on the basis of a transaction, by way of succession or on another legal basis.
7.2. 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 of this Company. The consent of other participants of the Company or the Company to carry out such a transaction is not required.
Option: In this case, the consent of other participants of the Company or the Society is required to complete such a transaction.

7.3. The sale or alienation in any other way of a share or part of a share in the authorized capital of the Company to third parties is permitted in compliance with the requirements provided for by this charter and the current legislation of the Russian Federation.
Note: The charter may prohibit the alienation of shares to third parties.

7.4. Members of the Company enjoy the preemptive right to purchase a share
or part of the share of a member of the Company ________________________________________
(at the offer price to a third party or at

different from the offer price to a third party and in advance
price determined by the Company's charter - see clause 7.6)

Proportional to the size of your shares.
7.5. The Company has a preemptive right to purchase a share or part of a share owned by a member of the Company at the price offered to a third party or at a price predetermined by the charter, if other members of the Company have not exercised their specified preemptive right.
The Company's pre-emptive right to purchase a share or part of a share of a Company participant must be exercised within _______ from the date of receipt of the participant's offer sent in accordance with clause 7.12.
The Company's exercise of the preemptive right to purchase a share or part of a share at a price predetermined by the Charter is permitted only on the condition that the price for the Company's purchase of a share or part of a share is not lower than the price established for the Company's participants.
Note: The Charter may not provide for the specified pre-emptive right for the Company to purchase a share or part of the share of a member of the Company.

7.6. The purchase price of a share or part of a share when using the pre-emptive right is set in a fixed sum of money and amounts to _____ (___________) rubles.
Option: Purchase price of a share or part of a share when used
pre-emptive right to purchase is established on the basis
___________________________________________________________________________
(indicate one of the criteria determining the value of the share;

__________________________________________________________________________.
for example: the value of the Company’s net assets, book value
assets of the Company as of the last reporting date, net profit
Societies and others)

Note: The Charter may not provide for the specified condition on the purchase price of a share or part of a share of a member of the Company.
Provisions establishing the pre-emptive right to purchase a share or part of a share in the authorized capital of the Company's participants or the Company at a price predetermined by the charter, including changing the size of such price or the procedure for determining it, may be provided for by the Company's charter upon its establishment or when amending the Company's charter by decision of the General Meeting of Participants of the Company, adopted unanimously by all participants of the Society. The exclusion from the charter of the Company of provisions establishing the pre-emptive right to purchase a share or part of a share in the authorized capital of the Company at a price predetermined by the charter is carried out by decision of the General Meeting of Participants of the Company, adopted by two-thirds of the votes of the total number of votes of participants of the Company.

7.7. Members of the Company or the Company have the right to exercise the preemptive right to purchase not the entire share or not the entire part of the share in the authorized capital of the Company offered for sale. In this case, the remaining share or part of the share may be sold to a third party after partial exercise of the specified right by the Company or its participants at a price and on the terms that were communicated to the Company and its participants (or at a price not lower than the price predetermined by the charter).

Provisions establishing such a possibility may be provided for by the charter of the Company upon its establishment or when amending the charter of the Company by decision of the general meeting of the Company's participants, adopted unanimously by all the Company's participants. The exclusion of the specified provisions from the Company's charter is carried out by decision of the general meeting of the Company's participants, adopted by two-thirds of the votes of the total number of the Society's participants.

7.8. Members of the Company may be offered the opportunity to acquire a share or part of a share disproportionate to the size of their shares. In this case, the acquisition of a share or part of a share can be carried out in the following order: ___________________________________________.
Note: The charter may not provide for this condition.
Provisions establishing the procedure for the exercise by the Company's participants of the pre-emptive right to purchase a share or part of a share in the authorized capital of the Company disproportionate to the size of the shares of the Company's participants may be provided for by the Company's charter upon its establishment or when amending the Company's charter by decision of the general meeting of the Company's participants, adopted by all the Company's participants unanimously. The exclusion of the specified provisions from the Company's charter is carried out by decision of the general meeting of the Company's participants, adopted by a majority of at least two-thirds of the total number of votes of the Company's participants, unless the need for a larger number of votes to make such a decision is not provided for by the Company's charter.

7.9. When selling a share or part of a share in violation of the preemptive right of purchase, any participant or participants of the Company or the Company (if the charter provides for the preemptive right of the Company) has the right, within three months from the moment when the participant or participants of the Company or the Company (if the charter provides for the preemptive right of the Company) found out or should have learned of such a violation and demanded in court that the rights and obligations of the buyer be transferred to them.
7.10. The assignment of the specified preferential rights to purchase a share or part of a share in the authorized capital of the Company is not permitted.
7.11. The share of a member of the Company may be alienated until it is fully paid only in the part in which it is paid.
7.12. A member of the Company who intends to sell his share or part of the share to a third party is obliged to notify in writing the other members of the Company and the Company itself by sending through the Company at his own expense an offer addressed to these persons and containing an indication of the price and other conditions of sale. The offer to sell a share or part of a share is considered received by all participants of the Company at the time of its receipt by the Company. An offer is considered not received if, no later than the day it is received by the Company, a member of the Company receives a notice of its withdrawal.
Revocation of an offer to sell a share or part of a share after its receipt by the Company is permitted only with the consent of all members of the Company.
Option 1: Withdrawal of an offer to sell a share or part of a share after its receipt by the Company is permitted with the consent of a majority of the Company's participants in ___ votes, or if none of the Company's participants has yet exercised the preemptive right to purchase a share or part of a share, or if, from the moment the Company is notified of intention to sell a share or part of a share, less than _______ days have passed before the refusal to sell the share.
Option 2: Revocation of the offer to sell a share or part of a share after its receipt by the Company is not allowed.

7.13. Members of the Company have the right to exercise the preemptive right to purchase a share or part of a share within _________ (at least 30) days from the date of receipt of the offer by the Company.
7.14. If individual members of the Company refuse to use the preemptive right to purchase a share or part of a share in the authorized capital of the Company or use the preemptive right to purchase not the entire share offered for sale or not the entire part of the share offered for sale, other members of the Company may exercise the preemptive right to purchase a share or part of a share in the authorized capital of the Company in the relevant part in proportion to the size of their shares within the remaining part of the period for exercising their pre-emptive right to purchase a share or part of a share
Note: The Company's Charter may provide otherwise.

7.15. If, within the time limits established by clauses 7.5 and 7.13, from the date of receipt of the offer by the Company, the participants of the Company or the Company do not exercise the preemptive right to purchase a share or part of a share offered for sale, including those formed as a result of the use of the preemptive right to purchase, the entire share or not the entire part of the share or refusal of individual participants of the Company and the Company from the pre-emptive right to purchase a share or part of the share, the remaining share or part of the share can be sold to a third party at a price that is not lower than the price established in the offer for the Company and its participants, and on the terms that were communicated to the Company and its participants (or at a price that is not lower than the price predetermined by the charter).
7.16. The preemptive right to purchase a share or part of a share in the authorized capital of the Company from a participant and (if the Company's charter provides for) the preemptive right to purchase a share or part of a share from the Company by the Company terminates on the day:
- submitting a written application for refusal to use this preemptive right in the manner prescribed by this paragraph;
- expiration of the period for using this preemptive right.
Applications from the Company's participants to refuse to exercise the pre-emptive right to purchase a share or part of a share must be received by the Company before the expiration of the period for exercising the said pre-emptive right established in accordance with clause 7.13 of this Charter. The Company's application for refusal to use the pre-emptive right to purchase a share or part of a share in the authorized capital of the Company provided for by the charter is submitted within the period provided for in clause 7.5 to the Company participant who sent the offer to sell the share or part of the share, by the General Director of the Company, if the resolution of this issue is not related the Charter of the Company to the competence of another body of the Company.
7.17. Shares in the authorized capital of the Company pass to the heirs of citizens and to the legal successors of legal entities that were participants in the Company.
Option: Transfer of a share in the authorized capital of the Company to the heirs of citizens and to the legal successors of legal entities that were members of the Company, and transfer of the share that belonged to a liquidated legal entity to its founders (participants) who have proprietary rights to its property or rights of obligation in relation to this legal entity , are allowed only with the consent of other members of the Society.
Note: The Charter may provide for different procedures for obtaining the consent of the Company's participants to transfer a share or part of a share in the authorized capital of the Company to third parties, depending on the grounds for such a transfer.

7.18. When selling a share or part of a share in the authorized capital of the Company at public auction, the rights and obligations of a Company participant in such share or part of a share are transferred with the consent of the Company participants.
7.19. The consent of the members of the Company and the Society (if provided for by the charter) to the alienation or transfer of a share or part of a share to a member of the Society or a third party is considered received provided that all participants of the Society and the Company within _______ days (clause 10 of article 21 of the Federal Law "On limited liability companies" - 30 days, but the charter may establish a different period, taking into account clauses 7.5 and 7.13) from the date of receipt of the relevant application or offer, the Company submits written statements of consent to the alienation of a share or part of a share or in During the specified period, written statements of refusal to give consent to the alienation or transfer of a share or part of a share have not been submitted.
7.20. The statements of the Company's participants provided for in clause 7.19 must be submitted to the Company. The Company's application provided for in clause 7.19 must be sent directly to the participant who intends to alienate a share or part of a share.
7.21. A transaction aimed at alienating a share or part of a share is subject to mandatory notarization.
Notarization of this transaction is not required in the cases listed in paragraph 11 of Art. 21 Federal Law "On Limited Liability Companies".
7.22. The acquirer of a share or part of a share in the authorized capital of the Company is transferred to all the rights and obligations of a participant in the Company that arose before the transaction aimed at alienating the specified share or part of a share in the authorized capital of the Company, or before the emergence of another basis for its transfer, with the exception of additional rights and obligations provided to the participant in accordance with clauses 6.2.10 and 6.1.8 of the charter.
7.23. A member of the Company who has alienated his share or part of a share in the authorized capital of the Company bears an obligation to the Company to make a contribution to the property that arose before the transaction aimed at alienating the specified share or part of a share in the authorized capital of the Company, jointly and severally with its acquirer.
7.24. A member of the Company has the right to pledge his share or part of the share to another member of the Company or, with the consent of the General Meeting of Members of the Company, to a third party.
Option: A member of the Company has the right to pledge his share or part of the share to another member of the Company.

7.25. The decision of the General Meeting of Participants of the Company to give consent to pledge a share or part of a share is made by a majority of at least ______________ (in accordance with Article 22 of the Federal Law “On Limited Liability Companies” - a simple majority, but the charter may stipulate otherwise). The vote of a Company participant who intends to pledge his share or part of the share is not taken into account when determining the voting results.
7.26. The pledge agreement for 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.
7.27. The Company does not have the right to acquire shares or parts of shares in its authorized capital, except in cases provided for by law.
7.28. In the cases provided for in the first and second paragraphs of clause 2 of Art. 23 Federal Law “On Limited Liability Companies”, within _______ (__________) months from the date of occurrence of the corresponding obligation, the Company is obliged to pay to the Company participant the actual value of his share in the authorized capital of the Company, determined on the basis of the data of the Company’s financial statements for the last reporting period preceding the day application of a Company participant with a corresponding demand, or with the consent of a Company participant, to give him in kind property of the same value.
Note: Provisions establishing a different period for fulfilling this obligation may be provided for by the charter of the Company upon its establishment, when amendments are made to the charter of the Company by decision of the general meeting of the Company's participants, adopted unanimously by all the Company's participants. The exclusion of the specified provisions from the Company's charter is carried out by decision of the general meeting of the Company's participants, adopted by two-thirds of the votes of the total number of votes of the Society's participants.

7.29. The share or part of the share passes to the Company from the date:
- receipt by the Company of a request from a Company participant for its acquisition;
- receipt by the Company of a Company participant’s application to leave the Company, if the participant’s right to leave the Company is provided for in clause 8.1 of the Charter;
- expiration of the deadline for payment of a share in the authorized capital of the Company or provision of compensation provided for in clause 3 of Art. 15 Federal Law "On Limited Liability Companies";
- the entry into force of a court decision on the exclusion of a Company participant from the Company or a court decision on the transfer of a share or part of a share to the Company in accordance with clause 18 of Art. 21 Federal Law "On Limited Liability Companies";
- obtaining from any member of the Company a refusal to give consent to the transfer of a share or part of a share in the authorized capital of the Company to the heirs of citizens or legal successors of legal entities that were members of the Company, or to transfer such a share or part of a share to the founders (participants) of a liquidated legal entity - a member of the Company , the owner of the property of a liquidated institution, state or municipal unitary enterprise - a participant in the Company, or a person who acquired a share or part of a share in the authorized capital of the Company at a public auction;
- payment by the Company of the actual value of a share or part of a share owned by a member of the Company, at the request of his creditors.
7.30. 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, unless a shorter period is provided for by this charter or law) from the date of transfer of the share or part of the share to the Company.
7.31. Shares owned by the Company are not taken into account when determining the voting results at the General Meeting of Members of the Company, when distributing the Company's profits, as well as the Company's property in the event of its liquidation.
7.32. 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 acquisition to all or some participants of the Company and (or ) to third parties (unless prohibited by the charter) in accordance with Art. 24 Federal Law "On Limited Liability Companies".
7.33. 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 participant, the Company has the right to pay creditors the actual value of the share or part of the share of the Company participant.
7.34. By decision of the General Meeting of Members of the Company, adopted unanimously by all members of the Company, the actual value of the share or part of the share of the Member of the Company, whose property is being foreclosed on, may be paid to creditors by the remaining members of the Company in proportion to their shares in the authorized capital of the Company (a different procedure for determining the amount of payment may be established in the charter or directly in the decision of the General Meeting of Participants of the Company).
7.35. The Company's participants are obliged, by decision of the General Meeting of Participants, adopted by a majority of at least __________ (at least 2/3) votes of the total number of participants, to make contributions to the Company's property.
Note: The Company's Charter may not provide for the obligation of participants to make contributions.
Such an obligation of the Company's participants may be provided for by the Company's charter upon establishment of the Company or by introducing amendments to the Company's charter by decision of the general meeting of the Company's participants, adopted unanimously by all the Company's participants.

7.36. Contributions to the Company's property are made in proportion to the share of each member of the Company (the amount of the contribution may be determined in a different manner). The maximum value of deposits is not limited.
Option 1: The maximum value of deposits is limited and amounts to ___________ (_________) rubles.
Option 2: Contributions to property are made in the following order _____________.
Note: Provisions establishing the procedure for determining the size of contributions to the property of the Company disproportionate to the size of the shares of the Company's participants, as well as provisions establishing restrictions associated with making contributions to the property of the Company, may be provided for by the charter of the Company upon its establishment or included in the charter of the Company by decision of the general meeting members of the Society, adopted by all members of the Society unanimously.
Amendments and exclusions of the provisions of the Company's charter establishing the procedure for determining the size of contributions to the Company's property disproportionate to the size of the shares of the Company's participants, as well as restrictions associated with making contributions to the Company's property established for all members of the Society, are carried out by decision of the general meeting of the Company's participants, adopted by all participants The society is unanimous. Amendments and exclusions of provisions of the Company's charter that establish the specified restrictions for a specific member of the Company are carried out by decision of the general meeting of members of the Company, adopted by a majority of at least two-thirds of the votes of the total number of votes of members of the Company, provided that the member of the Company for whom such restrictions are established, voted for such a decision or gave written consent.

7.37. Contributions to the Company's property are made __________ (money, securities, other things or property rights or other rights that have a monetary value).
7.38. Contributions to the Company's property do not change the size and nominal value of the shares of the Company's participants in the authorized capital of the Company.

8. PROCEDURE FOR WITHDRAWAL OF A PARTICIPANT FROM THE SOCIETY

8.1. A member of the Company has the right to leave the Company by alienating a share to the Company, regardless of the consent of its other participants or the Company.
Option: A Company Member does not have the right to leave the Company by alienating a share to the Company.

8.2. When leaving the Company, a participant submits a corresponding written application to the General Director of the Company.
The share or part of the share of the Company participant passes to the Company from the date the Company receives the specified application of the Company participant to leave the Company.
8.3. 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 case of incomplete payment of his share in the authorized capital of the Company, the actual value of the paid part of the share within ______ (_______) months (other period) from the date of occurrence of the corresponding obligation.
Note: Provisions establishing a different period or procedure for payment of the actual value of a share or part of a share may be provided for by the charter of the Company upon its establishment, when amendments are made to the charter of the Company by a decision of the general meeting of members of the Company, adopted by all members of the Company unanimously. The exclusion of the specified provisions from the Company's charter is carried out by decision of the general meeting of the Company's participants, adopted by two-thirds of the votes of the total number of votes of the Society's participants.

8.4. If clause 8.1 of the Company's charter provides for the right of a Company participant to leave the Company and, at the same time, in accordance with the requirements of the Federal Law "On Limited Liability Companies", the Company does not have the right to pay the actual value of the share in the authorized capital of the Company or to issue in kind property of the same value, The Company, on the basis of a written application submitted no later than three months from the date of expiration of the deadline for payment of the actual value of the share by a person who left the Company, is obliged to reinstate him as a participant in the Company and transfer to him the corresponding share in the authorized capital of the Company.
8.5. The withdrawal of the Company's 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 member of the Society from the Company is not allowed.
8.6. The withdrawal of a Company participant from the Company does not relieve him of his obligation to the Company to make a contribution to the Company’s property that arose before filing an application for withdrawal from the Company.

9. EXCLUSION OF A PARTICIPANT FROM THE SOCIETY

9.1. Participants of the Company, whose shares in the aggregate amount to at least 10% (ten percent) of the authorized capital of the Company, have the right to demand in court the exclusion from the Company of a participant who grossly violates his duties or by his actions (inaction) makes the activities of the Company impossible or significantly complicates it .
9.2. The share of a Company participant expelled from the Company passes to the Company.
9.3. The Company is obliged to pay the excluded member of the Company the actual value of his share, which is determined according to the accounting statements of the Company for the last reporting period preceding the date of entry into force of the court decision on exclusion, or with the consent of the excluded member of the Company, give him in kind property of the same value.

10. SOCIETY MANAGEMENT. GENERAL MEETING OF PARTICIPANTS

10.1. The supreme body of the Society is the General Meeting of Participants.
Once a year the Society holds an annual General Meeting. General meetings of participants held in addition to the annual meeting are extraordinary.
The management of the current activities of the Company is carried out by the sole executive body - the General Director of the Company.
10.2. The competence of the General Meeting of Participants includes:
9.2.1. Determining the main directions of the Company’s activities, as well as making decisions on participation in associations and other associations of commercial organizations.
10.2.2. Changes in the charter of the Company, including changes in the size of the authorized capital of the Company, approval of a new version of the charter.
10.2.3. Election of the General Director and early termination of his powers, establishment of the amount of remuneration and compensation paid to him, as well as the decision to transfer the powers of the General Director to a manager, approval of such a manager and the terms of the contract with him.
10.2.4. Approval of annual reports and annual balance sheets.
10.2.5. Making a decision on the distribution of the Company's net profit among the Company's participants.
10.2.6. Appointment of an audit, approval of the auditor and determination of the amount of payment for his services.
10.2.7. Making a decision on the reorganization or liquidation of the Company.
10.2.8. Appointment of a liquidation commission and approval of liquidation balance sheets.
10.2.9. Creation of branches and opening of representative offices.
10.2.10. Giving participants additional rights or imposing additional responsibilities on participants.
10.2.11. The decision on the pledge by a participant of his share to a third party.
10.2.12. The decision on making contributions by participants to the property of the Company.
10.2.13. Approval of the monetary valuation of property contributed to pay for shares in the authorized capital of the Company.
10.2.14. The decision on the approval by the Company of a transaction in which there is an interest in accordance with Art. 45 of the Federal Law "On Limited Liability Companies", as well as the decision to approve a major transaction in accordance with Art. 46 of the said Law.
10.2.15. Distribution of shares owned by the Company among the members of the Company or sale of shares owned by the Company to some members of the Company or third parties.
10.2.16. Payment of the actual value of the share or part of the share of the Company participant whose property is being foreclosed on by the Company participants.
10.2.17. Approval of the Regulations on the General Director of the Company.
10.2.18. The resolution of issues falling within the exclusive competence of the General Meeting of Participants cannot be transferred to the executive body.
The General Meeting of the Company's participants has the right to make decisions only on agenda items communicated to the Company's participants in the prescribed manner, except in cases where all the Company's participants participate in this General Meeting.
10.2.19. 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.
10.3. Decisions on issues provided for in clauses 10.2.2, 10.2.9, 10.2.12 of the charter, as well as on other issues determined by this charter, as well as the Federal Law "On Limited Liability Companies", are made by a majority of at least 2/3 of the votes of the total number of votes of the Company's participants.
Decisions on issues provided for in clauses 10.2.7, 10.2.10, 10.2.13, 10.2.16, as well as on other issues provided for by this charter, as well as the Federal Law “On Limited Liability Companies”, are made by the participants (representatives of the participants) unanimously.
Decisions on other issues falling within the competence of the General Meeting of Participants of the Company are made by the participants (representatives of the participants) by a majority vote of the total number of votes of the Company's participants, unless otherwise provided by this charter or the legislation of the Russian Federation.
10.4 The General Meeting is opened by the General Director of the Company (or in cases provided for by law - by another person).
10.5. The meeting is chaired by the Chairman of the General Meeting of Participants, selected from among the members of the Company.
10.6. Decisions of the General Meeting of Participants are made by open voting.
Voting at the General Meeting is held closed (secretly) if required by participants (representatives of participants) who have at least 10% of the total number of votes held by participants (representatives of participants) present at the meeting.
Each member of the Company has at the General Meeting of Shareholders the number of votes proportional to his share in the authorized capital of the Company, including when deciding on the election of the Chairman of the General Meeting of Shareholders of the Company.
10.7. A decision of the General Meeting of Participants, adopted in violation of the requirements of federal laws, other legal acts of the Russian Federation, the Charter of the Company and violating the rights and legitimate interests of a member of the Company, may be declared invalid by the court upon the application of a member of the Company who did not take part in the voting or voted against the contested decision.
10.8. At the General Meeting of Participants, decisions are made only on issues for which the required number of votes is present at this General Meeting. If there is insufficient number of votes of participants to make a decision on the issue, a repeat meeting is scheduled no later than 30 days later.
10.9. The General Director of the Company approves the agenda and organizes preparations for holding General Meetings of the Company's participants. He is obliged to notify the participants of the date and place of the General Meeting of Participants, the agenda, ensure that the participants familiarize themselves with the documents and materials submitted for consideration of the General Meeting of Participants, and carry out other necessary actions no later than 30 days before the date of the meeting.
10.10. Information and materials to be provided to the Company's participants in preparation for the General Meeting of Participants include:
- the annual report of the Company, the auditor’s conclusion based on the results of the audit of the annual reports and annual balance sheets of the Company;
- information about the candidate (candidates) to the executive bodies of the Company;
- draft amendments and additions to the Company’s Charter, or the Company’s Charter in a new edition;
- draft internal documents of the Company, as well as other information (materials) provided for by the charter.
The specified information and materials within thirty days before the General Meeting of Participants of the Company must be provided to all participants of the Company for review in the premises of the executive body of the Company. The Company is obliged, at the request of a Company participant, 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.
10.11. Extraordinary meetings are convened by the General Director of the Company on his initiative, at the request of the auditor, as well as participants holding in the aggregate no less than one tenth of the total number of votes of the Company's participants.
10.12. If a decision is made to hold an extraordinary meeting of the Company's participants, the said meeting must be held no later than 45 (forty-five) days from the date of receipt of the request.
10.13. The General Director must, within 5 (five) days after receiving a request to convene an extraordinary General Meeting, make a decision on convening or refusing to convene a General Meeting of Participants.
The decision to refuse to convene an extraordinary General Meeting of Participants at the request of the participants or the General Director may be appealed to the court.
10.14. Voting at the General Meeting is held closed (secretly) if it is required by participants who have at least ____% of the votes of the total number of votes possessed by the participants (representatives of participants) present at the meeting.
In other cases, all decisions are made by open voting.
10.15. The decision of the General Meeting of Participants may be adopted without holding a meeting (the joint presence of the Company's participants to discuss agenda items and make decisions on issues put to vote) by absentee voting (by poll).
10.16. The decision of the General Meeting of Participants on the issue of approval of annual reports and annual balance sheets cannot be made by absentee voting.
10.17. The procedure for conducting absentee voting is determined by the Regulations on holding the General Meeting of Participants.

11. GENERAL DIRECTOR OF THE COMPANY

11.1. The sole executive body of the Company is the General Director.
11.2. The term of office of the General Director is _______. The General Director can be re-elected an unlimited number of times.
11.3. The General Director is obliged in his activities to comply with the requirements of the current legislation, be guided by the requirements of this charter, decisions of the Company’s management bodies adopted within their competence, as well as contracts and agreements concluded by the Company, including the employment contract concluded with the Company.
11.4. The General Director is obliged to act in the interests of the Company in good faith and wisely and bear responsibility for his actions in accordance with current legislation.
11.5. The General Director manages the current activities of the Company and resolves all issues that are not within the competence of the General Meeting of Participants of the Company by this Charter and the law.
11.6. An employment contract with the General Director on behalf of the Company is signed by the person who chaired the General Meeting of Members of the Company at which the General Director was elected, or by one of the participants in the General Meeting of Members of the Company authorized by the decision of the General Meeting of Members of the Company.
11.7. The competence of the General Director of the Company includes:
- act on behalf of the Company without a power of attorney, including representing its interests and making transactions;
- issue powers of attorney for the right of representation on behalf of the Company, including powers of attorney with the right of substitution;
- issue orders on the appointment of employees of the Company, on their transfer and dismissal, apply incentive measures and impose disciplinary sanctions;
- consider current and future work plans;
- ensure the implementation of the Company’s activity plans;
- approve the rules, procedures and other internal documents of the Company, with the exception of documents, the approval of which is referred by this Charter to the competence of other bodies of the Company;
- determine the organizational structure of the Company;
- ensure the implementation of decisions of the General Meeting of Participants;
- prepare materials, projects and proposals on issues submitted for consideration to the General Meeting of Participants;
- dispose of the Company’s property within the limits established by the General Meeting of Participants, this charter and current legislation;
- approve staffing schedules of the Company, branches and representative offices of the Company;
- open settlement, currency and other accounts of the Company in banks, enter into agreements and make other transactions, issue powers of attorney on behalf of the Company;
- approve contractual tariffs for the Company’s services and products;
- organize accounting and reporting;
- submit the annual report and balance sheet of the Company for approval by the General Meeting of Participants;
- exercise other powers not included in the competence of other bodies of the Company by the Federal Law “On Limited Liability Companies” or the Charter of the Company.
11.8. Deputy General Directors are appointed by the General Director in accordance with the staffing table and head areas of work in accordance with the distribution of responsibilities approved by the General Director. Deputy General Directors act within the limits of their competence by proxy on behalf of the Company. In the absence of the General Director, as well as in other cases when the General Director cannot perform his duties, his functions are performed by a deputy appointed by him.

12. ACCOUNTING FOR FINANCIAL AND ECONOMIC ACTIVITIES

12.1. To check and confirm the accuracy of annual reports and balance sheets, the Company has the right, by decision of the General Meeting of Participants, to attract a professional...

management company of residential and non-residential assets in the form of a Limited Liability Company

1. GENERAL PROVISIONS

1.1. Limited Liability Company "", hereinafter referred to as the "Company", is a legal entity, created and conducts its activities in accordance with the Civil Code of the Russian Federation, the Federal Law "On Limited Liability Companies", the Housing Code of the Russian Federation and other legislation.

1.2. Full corporate name of the Company in Russian: Limited Liability Company "", abbreviated corporate name of the Company in Russian: LLC "". Full corporate name of the Company in the language: “”; abbreviated corporate name of the Company in the language: "".

1.3. The Company has the right, in accordance with the established procedure, to open bank accounts on the territory of the Russian Federation and abroad. The Company has a round seal containing its full corporate name in Russian and an indication of its location. The Company has the right to have stamps and forms with its corporate name, its own emblem and other means of visual identification.

1.4. The company is the owner of its property and funds and is liable for its obligations with its own property.

1.5. Participants of the Company are not liable for its obligations and 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.

1.6. 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.

1.7. Location of the Company: .

1.8. The company is registered for an indefinite period.

2. GOALS AND SCOPE OF ACTIVITY

2.1. The main goal of the Company's activities is to generate profit.

2.2. The company has civil rights and bears civil responsibilities necessary to carry out any types of activities not prohibited by law. The main activities of the Company include:

housing management activities, including:
organization of operation;
relationships with related organizations and suppliers;
all types of work with employers and tenants;
organization of maintenance and repair of building structures and engineering systems of buildings;
organization of sanitary maintenance (cleaning of common areas; cleaning of local areas; care of green spaces);
organization of maintenance and repair of housing stock;
activities to organize the collection of rent for the operation of housing stock;
activities for management and supervision of the condition and operation of non-residential stock and land plots;
activities to collect rent for the operation of non-residential properties;
activities to organize the collection of land rent.

The Company has universal legal capacity and can engage in any non-prohibited activities, including those not expressly provided for by the Charter.

2.3. All of the above activities are carried out in accordance with the current legislation of the Russian Federation.

3. LEGAL STATUS OF THE COMPANY

3.1. The company is considered created as a legal entity from the moment of state registration.

3.2. In order to achieve the goals of its activities, the Company has the right to fulfill its obligations, exercise any property and personal non-property rights granted by law to Limited Liability Companies, in its own name, carry out any transactions permitted by law, and be a plaintiff and defendant in court.

3.4. The Company's property is accounted for on its independent balance sheet.

3.5. The Company has the right to use credit in rubles and foreign currency.

3.6. The company is liable for its obligations with all its assets. The Company is not liable for the obligations of the state and the Company's participants. The state is not responsible for the Company's obligations. Participants of the Company are not liable for its obligations and 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.

3.7. 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 insufficient property may be assigned subsidiary liability for his obligations.

3.8. The Company can create independently and jointly with other legal entities and citizens on the territory of the Russian Federation organizations with the rights of a legal entity in any organizational and legal forms permitted by law. The company has the right to have subsidiaries and dependent companies with the rights of a legal entity.

3.9. The Company may create branches and open representative offices on the territory of the Russian Federation. Branches and representative offices are established by the General Meeting of Participants and operate in accordance with the regulations on them. The regulations on branches and representative offices are approved by the General Meeting of Participants.

3.10. The creation of branches and representative offices on the territory of other states is regulated by the legislation of the Russian Federation and the relevant states.

3.11. Branches and representative offices are not legal entities and are provided with fixed and working capital at the expense of the Company.

3.12. Branches and representative offices operate on behalf of the Company. The Company is responsible for the activities of its branches and representative offices. The heads of branches and representative offices are appointed by the General Director of the Company and act on the basis of powers of attorney issued to them.

3.13. The Company has established a branch at the address: . The branch of the Company performs the following functions: .

3.14. The Company has opened a representative office at the address: . The Company's representative office performs the following functions: .

3.15. Dependent and subsidiary companies on the territory of the Russian Federation are created in accordance with the legislation of the Russian Federation, and outside the territory of Russia - in accordance with the legislation of a foreign state at the location of the subsidiary or dependent company, unless otherwise provided by an international treaty of the Russian Federation. The grounds on which a company is recognized as a subsidiary (dependent) are established by law.

3.16. The subsidiary company is not liable for the debts of the parent company. The parent Company, which had the right to give mandatory instructions to its subsidiary, shall be jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions. In the event of insolvency (bankruptcy) of a subsidiary through the fault of the parent Company, the latter shall bear subsidiary liability for its debts if the subsidiary's property is insufficient.

3.17. The Company independently plans its production and economic activities, as well as the social development of the team. The plans are based on contracts concluded with consumers of the Company’s services, as well as suppliers of material, technical and other resources.

3.18. Performance of work and provision of services are carried out at prices and tariffs established by the Company independently.

3.19. The Company has the right to attract Russian and foreign specialists for work, independently determining the forms, sizes and types of remuneration.

3.20. The Company is responsible for the safety of documents (managerial, financial and economic, personnel, etc.); ensures the transfer for state storage of documents of scientific and historical significance to state archival institutions in accordance with current legislation; stores and uses personnel documents in the prescribed manner.

3.21. To achieve the goals of its activities, the Company may acquire rights, assume responsibilities and carry out any actions not prohibited by law. The activities of the Company are not limited to those specified in the charter. Transactions that go beyond the scope of statutory activities, but do not contradict the law, are valid.

4. AUTHORIZED CAPITAL

4.1. The authorized capital of the Company is made up of the nominal value of the shares of its participants. The authorized capital of the Company determines the minimum amount of property that guarantees the interests of its creditors; it is rubles. The maximum size of a participant's share is limited and amounts to rubles, which is % of the authorized capital.

4.2. At the time of registration of this version of the Company's charter, the founders paid 100% of the authorized capital.

4.3. It is not permitted to release the founder of the Company from the obligation to pay for a share in the authorized capital of the Company.

4.6. An increase in the authorized capital of the Company at the expense of its property is carried out by decision of the General Meeting of Members of the Company, adopted by a majority of at least the total number of votes of members of the Company. 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 data from 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 the Company's 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 the authorized capital of the Company is increased 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.

4.7. The General Meeting of the Company's participants, by a majority of at least the total number of votes of the Company's participants, may decide to increase the authorized capital of the Company by making additional contributions by the Company's participants. Such a decision should determine the total cost of additional deposits, and also establish 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. The specified ratio is established based on the fact that the nominal value of the share of a member of the Company may increase by an amount equal to or less than the value of his additional contribution. Additional contributions may be made by the Company's participants within two months from the date of adoption of the decision by the General Meeting of the Company's Participants.

4.9. An increase in the authorized capital of the Company is allowed only after it has been fully paid. By decision of the General Meeting of Participants of the Company, adopted unanimously by all participants of the Company, the participants of the Company in respect of their additional contributions and (or) third parties in respect of their contributions have the right to set off monetary claims against the Company.

4.10. The company has the right, and in cases provided for by law, is obliged to reduce its authorized capital. A decrease in the authorized capital of the Company may be carried out by reducing the nominal value of the shares of all participants of the Company in the authorized capital of the Company and (or) redeeming shares owned by the Company.

4.11. 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 in accordance with paragraph 1 of Article 14 of the Federal Law “On Limited Liability Companies” as of the date of submission of documents for state registration.

4.13. 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.

4.14. 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.

4.15. Within 30 days from the date of the decision to reduce its authorized capital, the Company is obliged to notify in writing about the reduction of the authorized capital of the Company and its new amount to all creditors of the Company known to it, and also publish it in the press organ in which data on state registration of legal entities is published, message about the decision made.

5. ISSUE OF BONDS

5.2. The bond must have a par value. The nominal value of all bonds issued by the Company must not exceed the amount of the authorized capital of the Company and (or) the amount of security provided to the Company for these purposes by third parties. In the absence of security provided by third parties, the issue of bonds is permitted no earlier than the third year of the Company’s existence and subject to proper approval of the annual financial statements for two completed financial years. The specified restrictions do not apply to issues of mortgage-backed bonds and in other cases established by federal securities laws. By decision of the General Meeting of Members of the Company, adopted unanimously by all members of the Company, the members of the Company have the right to set off monetary claims against the Company against their additional contributions and (or) third parties against their contributions.

6. RIGHTS AND OBLIGATIONS OF PARTICIPANTS

6.1. The participant is obliged:

6.1.3. Do not disclose confidential information about the activities of the Company.

6.1.4. Immediately notify the General Director of the impossibility of paying for the declared share in the authorized capital of the Company.

6.1.5. Take care of the Company's property.

6.1.6. Fulfill assumed obligations in relation to the Company and other participants.

6.1.7. Provide assistance to the Company in carrying out its activities.

6.2. The participant has the right:

6.2.1. Participate in the management of the affairs of the Society, including through participation in General Meetings of Participants, personally or through your representative.

6.2.2. Receive information about the activities of the Company and get acquainted with its accounting books and other documentation.

6.2.3. Take part in the distribution of profits.

6.2.4. Elect and be elected to the management and control bodies of the Company.

6.2.5. Get acquainted with the minutes of the General Meeting and make extracts from them.

6.2.6. To receive, in the event of liquidation of the Company, part of the property remaining after settlements with creditors, or its value.

6.2.7. Appeal to the relevant bodies of the Company the actions of the Company's officials.

6.2.8. Make proposals on the agenda within the competence of the General Meeting of Participants.

6.2.10. Enjoy the following additional rights: .

6.3. The number of members of the Society should not be more than fifty.

6.4. Any agreements between members of the Company aimed at limiting the rights of any other participant in comparison with the rights provided by current legislation are void.

6.5. The Company's members have the right to enter into an agreement on the exercise of the rights of the Company's members, under which they undertake to exercise their rights in a certain way and (or) refrain from exercising these rights, including voting in a certain way at the General Meeting of the Company's members, agreeing on the voting option with other participants, selling share or part of a share at a price determined by this agreement and (or) upon the occurrence of certain circumstances, or refrain from alienating a share or part of a share until the occurrence of certain circumstances, as well as carry out other actions in concert related to the management of the Company, with the creation, activities, reorganization and liquidation Society.

7. TRANSFER OF A SHARE OR PART OF A SHARE IN THE AUTHORIZED CAPITAL TO ANOTHER PERSON

7.3. The sale or alienation in any other way of a share or part of a share in the authorized capital of the Company to third parties is permitted in compliance with the requirements provided for by this charter and the current legislation of the Russian Federation.

7.4. Members of the Company enjoy the preemptive right to purchase a share or part of a share of a member of the Company in proportion to the size of their shares.

7.5. The Company has a preemptive right to purchase a share or part of a share owned by a member of the Company at the price offered to a third party or at a price predetermined by the charter, if other members of the Company have not exercised their specified preemptive right. The Company's preemptive right to purchase a share or part of a share of a Company participant must be exercised within the period from the date of receipt of the participant’s offer sent in accordance with clause 7.12. The Company's exercise of the preemptive right to purchase a share or part of a share at a price predetermined by the Charter is permitted only on the condition that the price for the Company's purchase of a share or part of a share is not lower than the price established for the Company's participants.

7.6. The purchase price of a share or part of a share when using the pre-emptive right to purchase is established in a fixed sum of money and amounts to rubles.

7.10. The assignment of the specified preferential rights to purchase a share or part of a share in the authorized capital of the Company is not permitted.

7.11. The share of a member of the Company may be alienated until it is fully paid only in the part in which it is paid.

7.13. Members of the Company have the right to exercise the preemptive right to purchase a share or part of a share within days from the date of receipt of the offer by the Company.

7.15. If, within the time limits established by clauses 7.5 and 7.13 from the date of receipt of the offer by the Company, the participants of the Company or the Company do not exercise the preemptive right to purchase a share or part of a share offered for sale, including those formed as a result of the use of the preemptive right to purchase, the entire share or not the entire part of the share or refusal of individual participants of the Company and the Company from the pre-emptive right to purchase a share or part of the share, the remaining share or part of the share can be sold to a third party at a price that is not lower than the price established in the offer for the Company and its participants, and on the terms that were communicated to the Company and its participants (or at a price that is not lower than the price predetermined by the charter).

7.16. The preemptive right to purchase a share or part of a share in the authorized capital of the Company from a participant and (if the Company's charter provides for) the preemptive right to purchase a share or part of a share from the Company by the Company terminates on the day:

submitting a written application for refusal to use this preemptive right in the manner prescribed by this paragraph;
expiration of the period for using this preemptive right.

Applications from the Company's participants to refuse to exercise the pre-emptive right to purchase a share or part of a share must be received by the Company before the expiration of the period for exercising the said pre-emptive right established in accordance with clause 7.13 of this Charter. The Company’s application for refusal to use the pre-emptive right to purchase a share or part of a share in the authorized capital of the Company, provided for by the charter, is submitted within the period provided for in clause 7.5 to the Company participant who sent the offer to sell the share or part of the share, by the General Director of the Company, if the solution to this issue is not referred by the Company's charter to the competence of another body of the Company.

7.17. Shares in the authorized capital of the Company pass to the heirs of citizens and to the legal successors of legal entities that were participants in the Company.

7.19. The consent of the members of the Company and the Company (if provided for by the charter) to the alienation or transfer of a share or part of a share to a member of the Company or a third party is considered received provided that all participants of the Society and the Company within days (clause 10 of article 21 of the Federal Law “On Companies”) limited liability" - 30 days, but the charter may establish a different period, taking into account clauses 7.5 and 7.13) from the date of receipt of the relevant application or offer, the Company submits written statements of consent to the alienation of a share or part of a share or within within the specified period, written statements of refusal to give consent to the alienation or transfer of a share or part of a share have not been submitted.

7.21. A transaction aimed at alienating a share or part of a share is subject to mandatory notarization. Notarization of this transaction is not required in the cases listed in clause 11 of Article 21 of the Federal Law “On Limited Liability Companies”.

7.25. The decision of the General Meeting of Participants of the Company to give consent to pledge a share or part of a share is made by a majority of at least (in accordance with Article 22 of the Federal Law “On Limited Liability Companies” - a simple majority, but the charter may stipulate otherwise). The vote of a Company participant who intends to pledge his share or part of the share is not taken into account when determining the voting results.

7.27. The Company does not have the right to acquire shares or parts of shares in its authorized capital, except in cases provided for by law.

7.28. In the cases provided for in paragraphs one and two of paragraph 2 of Article 23 of the Federal Law “On Limited Liability Companies”, within months from the date of occurrence of the corresponding obligation, the Company is obliged to pay to the Company participant the actual value of his share in the authorized capital of the Company, determined on the basis of accounting data statements of the Company for the last reporting period preceding the day the Company participant submitted the corresponding request, or with the consent of the Company participant, to issue him in kind property of the same value.

7.29. The share or part of the share passes to the Company from the date:

receipt by the Company of a request from a Company participant for its acquisition;
expiration of the deadline for payment of a share in the authorized capital of the Company or provision of compensation provided for in clause 3 of Article 15 of the Federal Law “On Limited Liability Companies”;
the entry into force of a court decision on the exclusion of a Company participant from the Company or a court decision on the transfer of a share or part of a share to the Company in accordance with clause 18 of Article 21 of the Federal Law “On Limited Liability Companies”;
receiving from any member of the Company a refusal to give consent to the transfer of a share or part of a share in the authorized capital of the Company to the heirs of citizens or legal successors of legal entities that were members of the Company, or to transfer such a share or part of a share to the founders (participants) of a liquidated legal entity - a member of the Company, the owner of the property of a liquidated institution, state or municipal unitary enterprise - a participant in the Company, or a person who acquired a share or part of a share in the authorized capital of the Company at a public auction;
payment by the Company of the actual value of a share or part of a share owned by a member of the Company, at the request of his creditors.

7.30. 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 the date of transfer of the share or part of a share to the Company.

7.32. 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 acquisition to all or some participants of the Company and (or ) to third parties (unless prohibited by the charter) in accordance with Article 24 of the Federal Law “On Limited Liability Companies”.

7.34. By decision of the General Meeting of Members of the Company, adopted unanimously by all members of the Company, the actual value of the share or part of the share of the Member of the Company, whose property is being foreclosed on, may be paid to creditors by the remaining members of the Company in proportion to their shares in the authorized capital of the Company (a different procedure for determining the amount of payment may be established in the charter or directly in the decision of the General Meeting of Participants of the Company).

7.35. Participants of the Society are obliged, by decision of the General Meeting of Participants, adopted by a majority of no less than votes from the total number of participants, to make contributions to the property of the Society.

7.37. Contributions to the Company's property are made.

7.38. Contributions to the Company's property do not change the size and nominal value of the shares of the Company's participants in the authorized capital of the Company.

8. PROCEDURE FOR WITHDRAWAL OF A PARTICIPANT FROM THE SOCIETY

8.1. A member of the Company has the right to leave the Company by alienating a share to the Company, regardless of the consent of its other participants or the Company.

8.3. 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 case of incomplete payment of his share in the authorized capital of the Company, the actual value of the paid part of the share within months (other period) from the date of occurrence of the corresponding obligation.

9. EXCLUSION OF A PARTICIPANT FROM THE SOCIETY

9.1. Participants of the Company, whose shares in the aggregate amount to at least 10% of the authorized capital of the Company, have the right to demand in court the exclusion from the Company of a participant who grossly violates his duties or by his actions (inaction) makes the activities of the Company impossible or significantly complicates it.

9.2. The share of a Company participant expelled from the Company passes to the Company.

10. SOCIETY MANAGEMENT. GENERAL MEETING OF PARTICIPANTS

10.2. The competence of the General Meeting of Participants includes:

9.2.1. Determining the main directions of the Company’s activities, as well as making decisions on participation in associations and other associations of commercial organizations.

10.2.2. Changes in the charter of the Company, including changes in the size of the authorized capital of the Company, approval of a new version of the charter.

10.2.3. Election of the General Director and early termination of his powers, establishment of the amount of remuneration and compensation paid to him, as well as the decision to transfer the powers of the General Director to a manager, approval of such a manager and the terms of the contract with him.