Article 67.1. The Details of Management and Control in Business Partnerships and Associations

1. Management in a general partnership and a partnership in commendam shall be carried out in the procedure established by Articles 71 and 84 of the present Code.

2. The following falls within the exclusive competence of the general meeting of participants in a business association apart from the issues mentioned in Item 2 of Article 65.3 of the present Code:

1) changing the amount of the association's charter capital, except as otherwise envisaged by laws on business associations;

2) taking a decision on transfer of the powers of sole executive body of the association to another business association (managing company) or individual entrepreneur (manager) and also endorsing such managing organisation or such manager and the terms of the contract with such managing organisation or with such manager, unless the resolution of said issues is placed by the charter of the association within the competence of the collective managerial body of the association (Item 4 of Article 65.3);

3) distributing the profits and losses of the association.

3. The taking of a decision by a general meeting of participants in a business association and the composition of the association's participants who attended when it was adopted shall be confirmed in respect of:

1) a public joint stock company by the person that keeps the register of shareholders of such company and carries out the functions of counting commission (Item 4 of Article 97);

2) a non-public joint stock company by means of notarisation or authentication by the person that keeps the register of shareholders of such company and carries out the functions of a counting commission;

3) a limited liability company by means of notarisation, unless another method (the signing of minutes by all the participants or a part of the participants; by means of technical facilities allowing to reliably establish the fact that the decision has been taken; in another manner that does not contravene a law) is envisaged by the charter of such company or a decision of a general meeting of participants in the company which have been unanimously adopted.

4. Every year, for the purposes of verifying and confirming the correctness of annual accounting (financial) statements a limited liability company is entitled, or in the cases envisaged by a law is obligated, to invite an auditor that is not connected by property interests with the company or its participants (external audit). Such audit may also be conducted on a demand of any of the participants in the company.

5. For the purposes of verifying and confirming the correctness of annual accounting (financial) statements a joint stock company shall invite an auditor that is not connected by property interests with the company or its participants.

In the cases and in the procedure which are envisaged by a law, the charter of the company an audit of accounting (financial) statements of a joint stock company shall be conducted on a demand of the shareholders whose aggregate stake in the charter capital of the joint stock company makes up 10 and more per cent.