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Reducing Authorized Capital
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| bet | 5/28 | | Sana | 04.04.2017 | | Hajmi | 119.51 Kb. | | #2912 |
7.3. Reducing Authorized Capital
7.3.1. The authorized capital of the Company can be reduced through decreasing the face value of shares or reducing their total number, in particular, through acquisition of part of the shares.
7.3.2. The authorized capital can be reduced through the acquisition of part of the Company's shares by decision of the general shareholders' meeting with a view to their redemption.
7.3.3. The authorized capital can be reduced by decision of the general shareholders' meeting on reducing the authorized capital by redeeming the shares becoming available to the Company in the following cases:
- if the shares bought out by the Company at the shareholders' request have not been sold within one year of the day of their buyout (except in cases of shares buyout following any decision on Company reorganization);
- if the shares acquired by the Company in accordance with para 2 of Article 72 of the Federal Law On Joint-Stock Companies have not been sold within one year of the acquisition date.
7.3.4. If upon the completion of the second and each successive fiscal year the value of the net assets of the Company according to the annual balance sheet submitted for the shareholders' approval or according to the audit appears to be less than its authorized capital, the Company shall be obliged to announce a reduction of the authorized capital to a value not exceeding the value of its net assets.
In this case the authorized capital of the Company shall be reduced through decreasing the face value of the shares.
7.3.5. Within 30 days of the date of decision on reducing the authorized capital the Company shall give written notice to the creditors of the Company regarding the reduction of the authorized capital and its new amount, and also to announce the decision taken through the printed medium specialized in publication of information about the state registration of legal entities.
7.3.6. The authorized capital of the Company shall be reduced through redeeming part of its shared by decision of the shareholders' general meeting on reorganizing the Company in the following cases:
- as stipulated by subpara 1 of para 6 of Article 76 of the Federal Law On Joint-Stock Companies;
- reorganization of the Company in the form of branching-off through redemption of converted stock.
7.3.7. In reducing its authorized capital, the Company shall be obliged to comply with the restrictions instituted by federal laws.
7.4. Net Assets
7.4.1. The value of the net assets of the Company shall be assessed based on the accounting data according to the procedures instituted by legal and regulatory acts of the Russian Federation.
7.4.2. In the event upon the end of the fiscal year the value of the net assets of the Company according to the annual accounting balance sheet as submitted to the shareholders of the Company for approval or according to the findings of the audit appears to be less than the value of the minimum authorized capital as established by the RF laws for the open joint-stock company, the Company shall be obliged to take decision on its liquidation.
7.4.3. If in the event specified in para 7.3.4 of the Charter the Company does not take decision within reasonable time limits on reducing its authorized capital, or in the event specified in para 7.4.2 of the Charter -- decision on liquidation, the creditors shall be entitled to request from the Company the early termination or discharge of obligation and compensation for their losses. In such cases the agency responsible for the state registration of legal entities or other state or local government authorities empowered by federal laws to make such demands shall have the right to initiate judicial procedures for the liquidation of the Company.
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