What questions need 2 3 votes of the founders. The quorum for holding a general meeting of the LLC participants. Study and in-depth analysis of all the circumstances of the case

13.11.2019

The procedure for amending the statutory documents of an LLC.

To competence general meeting the company's participants include, a change in the company's charter, including a change in the size of the company's authorized capital;

Decisions on issues, amendments to the charter of the company, are made 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 provided for by law or the charter of the company itself.

The legislation provides for a number of cases when either unanimity or a different size of a qualified majority of the participants' votes is required when making decisions directly or indirectly related to a change in the company's charter, including a few cases and examples of such a special legal regulation:

A) The company can create branches and open representative offices by decision of the general meeting of participants in the company adopted by the majoritymembers of the society.The need for a larger number of votes to make such a decision may be provided for by the charter of the company - for example: three quarters, unanimity.

B) The charter of the company may provide for other rights ( additional rights) participant (participants) of the company. These rights may be provided for by the charter of the company or granted to the participant (participants) of the company by decision of the general meeting of participants in the company,unanimously adopted by all members of the society.

Termination or restriction of additional rights granted to all members of the company is carried out according todecision of the general meeting of participants of the company, adopted by all participants of the company unanimously.Termination or restriction of additional rights granted to a certain member of the company is carried out by decision of the general meeting of members of the company, adopted by the majorityat least two thirds of the votes of the total number of votesmembers of the company, provided that the member of the company, which owns such additional rights, voted for the adoption of such a decision or gave written consent.

C) The charter of the company may provide for other obligations (additional obligations) of the participant (participants) of the company. These obligations may be provided for by the charter of the company or assigned to all participants in the company by decision of the general meeting of participants in the company,.

The imposition of additional obligations on a certain member of the company is carried out by decision of the general meeting of members of the company, adopted by the majorityat least two-thirds of the votesof the total number of votes of the company's participants, provided that the company's participant, which is entrusted with such additional obligations, voted for the adoption of such a decision or gave written consent.

Additional obligations may be terminated by a decision of the general meeting of participants of the company, adopted by all participants of the company unanimously

D) By decision of the general meeting of participants in the company, adopted by all participants in the companymay be unanimously introduced intothe charter of the company, the provisions limiting the maximum size of the share of a member of the company, as well as limiting the possibility of changing the ratio of shares of the members of the company, were changed and excluded from the charter.

E) The increase in the authorized capital of the company at the expense of its property is carried out by decision of the general meeting of participants in the company, adoptedfrom the total number of votes of the company's participants.

E) General meeting of participants of the companyby a majority of at least two-thirds of the votesof 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.

G) The general meeting of participants in the company may decide to increase its authorized capital based on the application of the participant of the company (applications of the participants in the company) for making an additional contribution and (or) the application of a third party (applications of third parties) for accepting him into the company and making a contribution. Such a decisionadopted by all members of the company unanimously.

Simultaneously with the decision to increase the authorized capital of the company, on the basis of the application of a member of the company or applications of the participants in the company for making an additional contribution by him or them, a decision must be made to amend the charter of the company in connection with an increase in the authorized capital of the company, as well as a decision to increase the nominal value of the share a member of the company or the shares of the company's members who submitted applications for making an additional contribution, and, if necessary, a decision to change the size of the shares of the company's members.

Simultaneously with the decision to increase the authorized capital of the company on the basis of the application of a third party or applications of third parties to accept him or them into the company and make a contribution, decisions must be made to accept him or them to the company, to amend the charter of the company in connection with an increase in the authorized the capital of the company, on determining the nominal value and size of the share or shares of a third party or third parties, as well as on changing the size of the shares of the company's participants.Such decisions are taken by all members of the company unanimously.

H) Provisions establishing the pre-emptive right to purchase a share or part of a share in the authorized capital by the company's participants or the company at a price predetermined by the charter, including changing the size of such a price or the procedure for determining it, may be included in the company's charter by decision of the general meeting of the company's participantsadopted by all members of the company unanimously, or excluded from the charter of the company by decision of the general meeting of participants in the company,votes of the members of the society.

I) A participant in a company or a company has the right to exercise the pre-emptive 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 said right by the company or its participants at a price and on terms that were communicated to the company and its participants, or at a price not lower than the price predetermined by the charter.

The exclusion from the charter of the company of this provision is carried out by decision of the general meeting of participants in the company,adopted by two-thirds of the votes of the totalmembers of the society.

K) By decision of the general meeting of participants in the company,adopted by all members of the company unanimouslythe charter of the company may include provisions that establish the procedure for the exercise by the participants of the company of the pre-emptive right to purchase a share or part of a share in the authorized capital of the company disproportionately to the size of the shares of the participants in the company.

The exclusion from the charter of the company of these provisions is carried out by decision of the general meeting of participants in the company,passed by a majority of at least two-thirds of the votesfrom the total number of votes of the company's participants

The procedure for amending the charter of an LLC

1. A decision is made to convene a regular (extraordinary) general meeting of the company's participants. The agenda for the meeting is set.Information and materials are being prepared for the general meeting of the company's participants, draft amendments and additions to be made to the charter of the company or the draft charter of the company in new edition.

2. A general meeting of participants is convened.

At the meeting of participants, a decision is made to amend the charter of the company (or to approve the charter in a new edition)

The minutes of the general meeting of participants are drawn up. Copies of the protocol are provided to the participants of the company.

Copies of amendments to the charter (new edition of the charter) are drawn up, numbered, stitched, sealed, signed.

3. An Application form P13001 is drawn up - making changes to the constituent documents of the company, for the following cases:

· Change of company name;

· Change of company address;

· Change in the authorized capital;

· Entering information into the charter about branches and representative offices;

· Change in the subject of activity (information on types of economic activity);

· Other provisions constituent documents(change of any provision of the charter that does not fall under the previous cases).

If information about the participants and their shares in the authorized capital is changed at the same time(for example: if information about the participants is contained in the charter),then the corresponding sheets of the application form P14001 are also filled out.

The applicant's signature on the application form P13001 (P14001) is notarized.

4. Paid government duty in the amount of 400 rubles.

5. To register changes to the charter of an LLC in tax office appear:

· Minutes of the general meeting of participants (decision of the participant) on amendments to the charter;

· Amendments to the Charter of an LLC or a new version of the Charter of an LLC;

· Receipt (payment order) on payment of state duty (original);

· Application form P13001 (P14001), notarized.

6. After registration of amendments to the charter of the company, the tax authority issues to the company:

· Certificate of state registration of changes in constituent documents;

· Extract from the Unified State Register of Legal Entities.

When holding a meeting, first of all, it should be taken into account that, in accordance with Article 181.2 of the Civil Code of the Russian Federation, a decision of the meeting is considered adopted if the majority of the meeting participants voted for it and at the same time at least fifty percent of the total number of participants participated in the meeting.

In limited liability companies, when determining the quorum, the number of votes is calculated from the total number of votes of the company's participants, while in JSC the number of votes is calculated based on the votes provided by the voting shares of the shareholders participating in the meeting.

	Features of decision making
The decision is made unanimously
Granting participants (participant) additional rights, as well as termination or restriction of additional rights granted to all participants (clause 2, article 8 of Law No. 14-FZ)
The imposition of additional obligations on all participants, as well as their termination (clause 2, article 9 of Law No. 14-FZ).
Making decisions on the establishment of a company, approving its charter, approving the monetary value of securities, other things or property rights or other rights having a monetary value, contributed by the founders to pay for shares in the authorized capital (clause 3 of article 11 of law No. 14-FZ) .
Limitation of the maximum share of a participant, the possibility of changing the ratio of shares of participants in the company change and exclusion of this restriction (clause 3, article 14 of law No. 14-FZ).
Approval of the monetary value of property contributed to pay for shares in the authorized capital of the company (clause 2, article 15 of Law No. 14-FZ).
The increase in the authorized capital on the basis of the application of the participant (participants) for the introduction of additional. contribution and (or), if it is not prohibited by the charter of the company, applications of a third party (third parties) for admission to the company and making a contribution (clause 2, article 19 of Law No. 14-FZ).
Set-off of monetary claims to the company on account of the participants' additional contributions. deposits and deposits by third parties (clause 4, article 19 of Law No. 14-FZ).
Inclusion in the charter of a provision on priority right purchases of a share or part of a share in the authorized capital by participants or a company at a price predetermined by the charter, including a change in the size of such a price or the procedure for determining it (paragraph 4, clause 4, article 21 of Law No. 14-FZ).
Inclusion in the charter of the possibility of participants or a company to take advantage of the pre-emptive right to purchase not the entire share (part of the share) offered for sale (paragraph 5, clause 4, article 21 of Law No. 14-FZ).
The inclusion in the charter of provisions on the procedure for the participants to exercise the right to purchase a share or part of a share in the company's authorized capital is disproportionate to the size of their shares (paragraph 6, clause 4, article 21 of Law No. 14-FZ).
Establishment in the charter of a different period for paying the actual value of the share compared to the three-month period provided for by law, when the company acquires a share of a participant in two situations: the first - due to the fact that the charter prohibits (limits) the alienation of a share (part of a share) owned by third parties participant, and the rest of the participants refused to acquire (there is no consent to alienation), the second - when the general meeting decides to commit big deal or on an increase in the authorized capital, at the request of the participant who voted against such a decision (paragraph 3, clause 2, article 23 of Law No. 14-FZ).
Establishment in the charter of a different period or procedure for paying the actual value of the share compared to the three-month period provided by law when a participant leaves the company (clause 6.1, article 23 of law No. 14-FZ).
Sale of a share (part of a share) to the company's participants, as a result of which the size of the shares of its participants changes, sale of a share (part of a share) to third parties. Determination of a lower price for the share being sold, compared to its nominal value, as well as compared to the price paid by the company in connection with the transfer of a share (part of a share) to it (clause 4, article 24 of Law No. 14-FZ).
Payment to creditors by other participants of the actual value of the share (part of the share) of the participant whose property is foreclosed in proportion to their shares in the authorized capital (clause 2, article 25 of Law No. 14-FZ).
Inclusion in the charter of a provision on the right of a participant to withdraw (clause 1, article 26 of Law No. 14-FZ).
The inclusion in the charter of a provision on the obligation of participants to make additional. contributions to the property of the company (clause 1, article 27 of law No. 14-FZ).
Introducing provisions into the charter establishing the procedure for determining the amount of contributions to the company's property disproportionate to the size of the shares of participants, as well as provisions establishing restrictions on making contributions to the company's property (paragraph 3, clause 2, article 27 of Law No. 14-FZ).
Amendment and exclusion of the provisions of the charter establishing the procedure for determining the amount of contributions to the property of the company disproportionately to the size of the shares of participants and restrictions related to making contributions to the property of the company, established for all participants in the company (paragraph 4, clause 2, article 27 of Law No. 14-FZ) .
The introduction into the charter, as well as the change and exclusion from the charter of provisions establishing a different procedure for the distribution of profits between participants, in comparison with the procedure established by law (distribution of profits in proportion to shares in the authorized capital) are carried out by a decision of the general meeting of participants of the company, adopted by all participants of the company unanimously ( clause 2, article 28 of law No. 14-FZ).
Introduction, amendment and exclusion of the provisions of the charter that establish a different procedure for determining the number of votes of the company's participants in comparison with the established law, when the number of votes of the participant is proportional to his share in the authorized capital (paragraph 5, clause 1, article 32 of Law No. 14-FZ).
Making a decision on the reorganization or liquidation of the company (subclause 11, clause 2, article 33, paragraph 2, clause 8, article 37 of Law No. 14-FZ).

The decision is made by a qualified majority (at least 2/3 of the votes are required)
Creation of branches, opening of representative offices (clause 1, article 5 of law No. 14-FZ)	The decision is made by a quorum of at least 2/3 of the total number of votes of the Company's members. The articles of association can only provide for a larger quorum.
Termination or restriction of additional rights granted to a certain member of the company (paragraph 3, clause 2, article 8 of Law No. 14-FZ)	The decision is made by a quorum of at least 2/3 of the total number of votes of the Company's members. The articles of association can only provide for a larger quorum. At the same time, the member of the company who owns such additional rights must vote for the adoption of such a decision or give written consent.
Assignment of additional obligations to a certain member of the company (clause 2, article 9 of Law No. 14-FZ)	The decision is made by a quorum of at least 2/3 of the total number of votes of the Company's members. The articles of association can only provide for a larger quorum. At the same time, the participant of the company, which is assigned such additional obligations, must vote for the adoption of such a decision or give written consent.
An increase in the authorized capital of a company at the expense of its property (clause 1, article 18 of Law No. 14-FZ)
The decision to increase the authorized capital of the company by making additional contributions by the participants in the company (Clause 1, Article 19 of Law No. 14-FZ)	The decision is made by a quorum of at least 2/3 of the total number of votes of the Company's members. The articles of association can only provide for a larger quorum. Refers to the exclusive competence, cannot be transferred to the competence of the Board of Directors.
Exclusion from the charter of provisions on the pre-emptive right to purchase a share (part of a share) in the authorized capital at a price predetermined by the charter (paragraph 4, clause 4, article 21 of Law No. 14-FZ)
Exclusion from the charter of provisions on the possibility of participants or a company on the pre-emptive right to purchase not the entire share (part of the share) offered for sale (paragraph 5, clause 4, article 21 of Law No. 14-FZ)	The decision is made by a quorum of at least 2/3 of the total number of votes of the Company's members. It is impossible to provide for a different quorum by the charter. Refers to the exclusive competence, cannot be transferred to the competence of the Board of Directors.
Exclusion from the charter of provisions on the procedure for the participants to exercise the right to purchase a share or part of a share in the authorized capital of a company disproportionately to the size of their shares (paragraph 6, clause 4, article 21 of Law No. 14-FZ)	The decision is made by a quorum of at least 2/3 of the total number of votes of the Company's members. The articles of association can only provide for a larger quorum. Refers to the exclusive competence, cannot be transferred to the competence of the Board of Directors.
Exclusion from the charter of provisions establishing a different period or procedure for paying the actual value of the share compared to the three-month period provided for by law, in the event that a participant leaves the company (clause 6.1, article 23 of law No. 14-FZ)	The decision is made by a quorum of at least 2/3 of the total number of votes of the Company's members. It is impossible to provide for a different quorum by the charter. Refers to the exclusive competence, cannot be transferred to the competence of the Board of Directors.
Exclusion from the charter of the company of provisions on a different period for paying the actual value of the share compared to the three-month period provided for by law, when the company acquires a share of a participant in two situations: the first - due to the fact that the charter prohibits (limits) the alienation of a share (part of a share) to third parties ), owned by the participant, and the remaining participants refused to acquire (there is no consent to alienation), the second - when the general meeting decides to make a major transaction or to increase the authorized capital, at the request of the participant who voted against such a decision (paragraph 3, clause 2 article 23 of law No. 14-FZ)	The decision is made by a quorum of at least 2/3 of the total number of votes of the Company's members. It is impossible to provide for a different quorum by the charter. Refers to the exclusive competence, cannot be transferred to the competence of the Board of Directors.
Decision on making contributions to the property of the company (paragraph 2, clause 1, article 27 of Law No. 12-FZ)	The decision is made by a quorum of at least 2/3 of the total number of votes of the Company's members. The articles of association can only provide for a larger quorum. Refers to the exclusive competence, cannot be transferred to the competence of the Board of Directors.
Amendment and exclusion of the provisions of the company's charter that establish restrictions related to making contributions to the property of the company, established for a certain participant (paragraph 4, clause 2, article 27 of Law No. 14-FZ)	The decision is made by a quorum of at least 2/3 of the total number of votes of the Company's members. The articles of association can only provide for a larger quorum. At the same time, a member of the company for which such restrictions are established must vote for the adoption of such a decision or give written consent. Refers to the exclusive competence, cannot be transferred to the competence of the Board of Directors.
Amendment of the charter of the company (subclause 2, clause 2, article 33, clause 8, article 37 of Law No. 14-FZ)	The decision is made by a quorum of at least 2/3 of the total number of votes of the Company's members. The articles of association can only provide for a larger quorum. Refers to the exclusive competence, cannot be transferred to the competence of the Board of Directors.

The decision is taken by a qualified majority (at least 3/4 votes are required)
The election of the management bodies of the company, the formation of the audit commission or the election of the auditor of the company and the approval of the auditor of the company are carried out (clause 4, article 11 of Law No. 14-FZ) only upon establishment.	The decision is made by a quorum of three-quarters of the votes (only at the establishment)

The decision is made by a simple majority of votes.
Making a decision on the election of the chairman, unless the charter provides otherwise (clause 5, article 37 of law No. 14-FZ).
Determining the main directions of the company's activities, as well as making a decision on participation in associations and other associations commercial organizations(paragraph 3, clause 8, article 37, subparagraph 1, clause 2, article 33 of Law No. 14-FZ)
Formation of the executive bodies of the company and early termination their powers, as well as the decision to transfer the powers of the sole executive body of the company to the manager, the approval of such a manager and the terms of the contract with him (paragraph 3, clause 8, article 37, subparagraph 4, clause 2, article 33 of Law No. 14-FZ)
Election and early termination of the powers of the audit commission (auditor) of the company (paragraph 3, paragraph 8, article 37, subparagraph 5, paragraph 2, article 33 of Law No. 14-FZ)
Approval of annual reports and annual balance sheets (paragraph 3, paragraph 8, article 37, subparagraph 6, paragraph 2, article 33 of Law No. 14-FZ)
Making a decision on the distribution of the net profit of the company among the participants in the company (paragraph 3, clause 8, article 37, subparagraph 7, clause 2, article 33 of Law No. 14-FZ)
Approval (acceptance) of documents, internal documents of the company (paragraph 3, paragraph 8, article 37, subparagraph 8, paragraph 2, article 33 of Law No. 14-FZ)
Making a decision on the placement by the company of bonds and other equity securities (paragraph 3, clause 8, article 37, subparagraph 9, clause 2, article 33 of Law No. 14-FZ)
Appointment of an audit, approval of the auditor and determination of the amount of payment for his services (paragraph 3, clause 8, article 37, subparagraph 10, clause 2, article 33 of Law No. 14-FZ)
Appointment of a liquidation commission and approval of liquidation balance sheets (paragraph 3, paragraph 8, article 37, subparagraph 12, paragraph 2, article 33 of Law No. 14-FZ)
Decision on approval of an interested party transaction (paragraph 2, clause 3, article 45 of Law No. 14-FZ)
The decision to give consent to pledge a share (part of a share) in the authorized capital of the company owned by the participant, if this is not prohibited by the charter and if the charter does not provide for the need for a larger number of votes (clause 1 of article 22 of law No. 14-FZ)

Consulting group "Alpine wind" offers,

At an extraordinary general meeting of LLC participants, by a majority of votes (not unanimously), a decision was made to terminate the powers of the director due to the expiration of his powers. The director of the company did not agree with the decision and applied to the court demanding that it be declared invalid.

Claimant's position

According to Federal Law No. 14-FZ of 08.02.1998 "On Limited Liability Companies" (hereinafter referred to as the LLC Law) and the company's charter, the termination of a person's powers as a sole executive body must be accompanied by the appointment of another person to this position, and a decision on this the issue must be taken by the participants of the general meeting unanimously. At the same time, a unanimous decision on this issue was not adopted at the meeting.

Respondent's position

The procedure for terminating the powers of the director was carried out in accordance with the law and the charter of the LLC and is not subject to cancellation.

Judgment (in favor of defendant)

The Law on LLC provides for the following procedure for making decisions by the general meeting of participants in the company (clause 8, article 37 of the Law on LLC):

pp. 2 p. 2 art. 33 of the same law (on changing the charter or charter capital of an LLC), as well as on other issues determined by the charter, are adopted by a majority (at least 2/3) of the votes of the company's participants, unless the need for a larger number of votes is provided for by law or the charter;
decisions on the issues referred to in paragraphs. 11 p. 2 art. 33 of the Law on LLC (on the liquidation or reorganization of a company), are adopted by all participants in the company unanimously;
other decisions are made by a majority vote of the total number of votes of the company's participants, unless the need for a larger number of votes to make such decisions is provided for by the LLC Law or the company's charter.

In the case under consideration, the charter of the company contains an exhaustive list of issues, the decision on which is taken unanimously by all participants in the company, namely:

change in the charter (or authorized capital) of the company;
making changes to memorandum of association; reorganization or liquidation of the company;
formation of the executive bodies of the company and early termination of their powers, transfer of powers of the sole executive body. Other issues (in accordance with the charter) are adopted by a simple majority of votes.

Thus, the unanimous consent of the participants in relation to the issues of the emergence and termination of the powers of the director of the company is required only when a new director is elected or in case of early termination of the powers of the former.

Since, in a disputed case, the general meeting did not decide on the termination of the director's powers ahead of schedule, but in connection with the expiration of his powers, a unanimous decision on this issue was not required. Accordingly, the decision taken to terminate the powers of the director of the LLC is legal and cannot be canceled.

Before going to court with a claim to challenge the decision made by the general meeting of participants in an LLC, you should study the provisions of the company's charter on the procedure for making decisions on certain issues. In particular, if the need for a unanimous decision on a disputed issue is not provided for either by law or by the charter, such a decision is made by a simple majority of votes. On the contrary, if the condition of unanimous acceptance is prescribed in one of the specified documents, it is mandatory, and a decision taken not unanimously can be challenged.

For joint-stock companies, this provision is also enshrined in Article 58 of the Law "On Joint-Stock Companies": the general meeting of shareholders is competent (has a quorum) if shareholders who collectively own more than half of the votes of the outstanding voting shares of the company took part in it. If there is no quorum for the meeting (both annual and extraordinary), it can be held again with the same agenda.

The repeated meeting of shareholders will be valid if at least 30% of the outstanding voting shares of the company take part in it (paragraph 3 of Article 58 contains an indication that for joint-stock companies with more than 500 thousand shareholders, the charter can provide for a quorum less than 30% Thus, the charter of these companies may contain any quorum for the eligibility of a repeated meeting). If the repeated meeting of shareholders is held less than 40 days from the date on which the previous meeting did not take place, the persons entitled to participate in the meeting are determined in accordance with the list of persons entitled to participate in the meeting, to the previous (failed) meeting. Also, in the absence of a quorum for holding an annual general meeting of shareholders on the basis of a court decision no later than 60 days later, a repeated general meeting of shareholders with the same agenda should be held (an additional appeal to the court in this case) is not required. The repeated general meeting of shareholders is convened and held by the person or body of the company specified in the court decision, and if the specified person or body of the company did not convene the annual general meeting of shareholders within the time period specified by the court decision, the repeated meeting of shareholders is convened and held by other persons or body of the company who filed a claim with the court, provided that these persons or the body of the company are indicated in the court decision.

With extraordinary meetings of shareholders, the situation is different: in the absence of a quorum for holding an extraordinary general meeting of shareholders on the basis of a court decision, a repeated general meeting of shareholders is not held.

	How is the quorum determined and features of acceptance
The decision is made unanimously
The decision to establish a company, approve its charter and approve the monetary value of securities, other things or property rights or other rights having a monetary value, contributed by the founder in payment for the shares of the company, is taken by the founders unanimously (clause 3 of article 9 of law No. 208-FZ ).	The decision of all the founders of the company is required

The decision is made by a qualified majority (at least 3/4 of the votes is required)
Election of management bodies, the audit commission (auditor), approval of the company's auditor (clause 4, article 9 of law No. 208-FZ) when establishing a company	The decision is made by the founders, by a three-quarters majority of votes representing the shares to be placed among the founders of the company.
Amendments and additions to the charter or approval of the charter in a new edition (subclause 1, clause 1, article 48, clause 4, article 49 of Law No. 208-FZ)	The minimum required number of votes is calculated from the votes of shareholders - owners of voting shares participating in the general meeting of shareholders.
Reorganization of the company (subclause 2, clause 1, article 48, clauses 3, 4, article 49 of Law No. 208-FZ)	Votes are counted according to the general rule. The decision is made (that is, the issue is put to a vote) only at the proposal of the board of directors (supervisory board) of the company, unless otherwise provided by the charter. The decision can be taken by a three-quarters vote. The Articles of Association may establish a different quorum. Refers to the exclusive competence, cannot be transferred to the competence of the Board of Directors.
Liquidation of the company, appointment of a liquidation commission and approval of the interim and final liquidation balance sheets (subclause 3, clause 1, article 48, clause 4, article 49 of Law No. 208-FZ)	The decision can be taken by a three-quarters vote. The Articles of Association may establish a different quorum. Refers to the exclusive competence, cannot be transferred to the competence of the Board of Directors.
Determining the number, nominal value, category (type) of declared shares and the rights granted by these shares; (signature 5, clause 1, article 48, clause 4, article 49 of Law No. 208-FZ)	The decision can be taken by a three-quarters vote. The Articles of Association may establish a different quorum. Refers to the exclusive competence, cannot be transferred to the competence of the Board of Directors.
Acquisition of outstanding shares in cases provided for by Law No. 208-FZ (Subclause 17, Clause 1, Article 48, Clauses 3, 4, Article 49 of Law No. 208-FZ).	The decision is made only at the proposal of the board of directors (supervisory board) of the company. The decision can be taken by a three-quarters vote. The Articles of Association may establish a different quorum.
Making a decision on filing an application for the delisting of the company's shares and (or) equity securities of the company convertible into its shares (Subclause 19.2, Clause 1, Article 48, Clause 4, Article 49 of Law No. 208-FZ).	The decision can be taken by a three-quarters vote. The Articles of Association may establish a different quorum.
Reducing the authorized capital by reducing the par value of shares (clause 3, article 29 of law No. 208-FZ).	The decision is made only at the proposal of the board of directors (supervisory board) of the company. The decision can be taken by a three-quarters vote. It is impossible to provide for a quorum less or more by the charter.
An increase in the authorized capital by placing additional shares (placement of issue-grade securities convertible into shares) (clause 3, article 39 of Law No. 208-FZ).
Placement by public subscription of ordinary shares, as well as issue-grade securities convertible into ordinary shares, constituting more than 25 percent of previously placed ordinary shares, unless the need for a larger number is provided for by the charter (clause 4, article 39 of Law No. 208-FZ)	The decision can be taken by a three-quarters vote. Only a higher quorum can be established by charter.
Decision to approve a major transaction, the subject of which is property, the value of which is more than 50 percent of the book value of assets (clause 3, article 79 of Law No. 208-FZ)	The decision can be taken by a three-quarters vote. It is impossible to provide for a quorum less or more by the charter.
Making a decision on filing an application with the Bank of Russia for exemption from the obligation to disclose or provide information in accordance with securities legislation (clause 1, article 92.1 of Law No. 208-FZ).	In non-public joint stock company- the decision can be made in three-fourths of votes. It is impossible to provide for a quorum less or more by the charter. In a public joint-stock company (whose shares are placed by open subscription) - a decision can be made by 95% of the votes. It is impossible to provide for a quorum less or more by the charter
Decision of the general meeting of shareholders of a non-public company on acquiring the status of a public joint-stock company.	The decision can be taken by a three-quarters vote. Only a higher quorum can be established by charter.

The decision is made by a simple majority of votes.
Decision on the issue of payment (announcement) of dividends on preferred shares of a certain type. At the same time, the votes of shareholders - owners of preferred shares of this type, cast for voting options expressed in the words "against" and "abstained" are not taken into account when counting votes, as well as when determining the quorum for making a decision on this issue (clause 4.2 of article 49 Law No. 208-FZ).	But the votes of shareholders - owners of preferred shares of this type, given for the voting options, "against" and "abstained", are not taken into account when counting votes, as well as when determining the quorum for making a decision on this issue. Refers to the exclusive competence, cannot be transferred to the competence of the Board of Directors.
The decision to approve a major transaction, the subject of which is property, the value of which is from 25 to 50 percent of the book value of the company's assets, if the unanimity of the board of directors (supervisory board) on this issue is not reached and it is submitted for decision by the general meeting of shareholders (clause 2 of Art. 79, clause 3, article 49 of Law No. 208-FZ).	The decision is made only at the proposal of the board of directors (supervisory board) of the company, unless otherwise provided by the charter.
The decision to approve a transaction in which there is an interest in cases where the approval of the transaction by the general meeting of shareholders is required (clause 4, article 83, clause 3, article 49 of Law No. 208-FZ).	The votes are counted from the votes of all shareholders-owners of voting shares not interested in the transaction. The decision is made only at the proposal of the board of directors (supervisory board) of the company, unless otherwise provided by the charter. The decision is made by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter.
Determination of the quantitative composition of the board of directors (supervisory board) of the company, election of its members and early termination of their powers.	The decision is made by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter. Refers to the exclusive competence, cannot be transferred to the competence of the Board of Directors.
An increase in the authorized capital of the company by increasing the nominal value of shares or by placing additional shares, if the charter of the company does not refer the increase in the authorized capital of the company by placing additional shares to the competence of the board of directors (supervisory board) of the company.	The decision is made by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter.
Decreasing the authorized capital of the company by reducing the nominal value of shares, by acquiring a part of shares by the company in order to reduce their total number, as well as by redeeming shares acquired or redeemed by the company	The decision is made by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter.
Formation of the executive body of the company, early termination of its powers, if the company's charter does not refer these issues to the competence of the board of directors (supervisory board) of the company, as well as cases when the Board of Directors did not elect a head within 2 months or 2 meetings in a row, and in cases when the Board of Directors could not make a decision on early termination of the powers of the head due to the lack of a quorum at 2 meetings of the Board of Directors held in a row.	The decision is made by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter.
election of members of the audit commission (auditor) of the company and early termination of their powers	The decision is made by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter. Shares owned by the management bodies of the JSC (manager, Board of Directors (Supervisory Board) and members of the collective management body of the JSC) do not participate in the voting.
approval of the company's auditor	The decision is made by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter.
approval of the annual report, annual accounting (financial) statements of the company, if the company's charter does not refer these issues to the competence of the board of directors (supervisory board) of the company	The decision is made by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter.
distribution of profits (including the payment (announcement) of dividends, except for the payment (announcement) of dividends based on the results of the first quarter, six months, nine months of the reporting year) and losses of the company based on the results of the reporting year	The decision is made by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter. Refers to the exclusive competence, cannot be transferred to the competence of the Board of Directors.
determination of the procedure for holding a general meeting of shareholders	The decision is made by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter.
election of members counting commission and early termination of their powers	The decision is made by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter.
share split and consolidation	The decision is made by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter.
decision-making on participation in financial and industrial groups, associations and other associations of commercial organizations	The decision is made by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter.
approval of internal documents regulating the activities of the company's bodies	The decision is made by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter.
making a decision on filing an application for the listing of the company's shares and (or) equity securities of the company convertible into shares of the company, if the company's charter does not refer the decision on this issue to the competence of the board of directors (supervisory board) of the company	The decision is made by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter. Refers to the exclusive competence, cannot be transferred to the competence of the Board of Directors.

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According to media reports, it is new system at meetings of homeowners, at which they decide important questions house management. It is assumed that all apartment owners will receive equal votes, regardless of the area of housing. More about it - Correspondent Boris Beilin.

According to the current Housing Code, all owners of premises have the right to vote at a general meeting in an apartment building. However, the number of votes that each owner has is proportional to his share in the ownership of the common house property. And this share, in turn, is proportional to the size of the total area of the apartment. In other words, how many square meters the owner has, so many votes he has. For example, the voice of one owner of a three-room 70-meter apartment is twice as significant as the votes of three owners of a 35-meter "odnushka" combined. A similar procedure exists in the Associations of homeowners, which are created by decision of the general meeting.

According to media reports, the Ministry of Construction is preparing amendments to the Housing Code, which will radically change the situation. One owner - one vote. Thus, the weight of the owner of a large three-room apartment will become the same as that of the owner of a small one-bedroom apartment. And if this "odnushka" has several owners, then their votes will completely outweigh.

"This rule works in housing cooperatives, but there the apartment, as a rule (with very rare exceptions), belongs to one owner who was a shareholder and paid a share. And the rest are members of his family. It was reasonable and democratic there. But then What is being proposed now, when we are even privatizing rooms in communal apartments, this room can have 4-5 owners, such proposals do not seem adequate to me.

If these proposals pass, these micro-stake holders will be able to gain real power in the house. And the right to determine how to dispose of common property and with which management company to conclude an agreement, the executive director of the "School of a Literate Consumer" believes Alexander Kozlov.

"When switching to the principle of voting by the number of owners, a situation may arise when we have several owners in a small apartment. They have a small share, but they will have the right to vote at the meeting and interrupt its agenda."

It is unlikely that such a system is fair. The rights of owners of large apartments will be infringed. But they pay more for the maintenance of the house than those who have smaller apartments, continues Alexander Kozlov.

"Our fee for the maintenance and repair of residential premises is formed based on the area. Accordingly, what we pay for housing services, is based on the area. Owners understand this principle. Because the bigger the apartment, the more we pay for it. But we also have a large number of votes at the general meeting."

In its turn, Galina Khovanskaya doubts the prospects of such a bill. The fact is that it is not beneficial to the municipalities. Their share in the management of many buildings (where there are municipal apartments) will be diluted.

"We can have a very large owner in a particular house, the state and the municipality. So - he will have one vote? Also not very logical. After all, he owns several apartments or a floor. Or he owns non-residential premises. This is quite common."

I will add that this is not the only proposal of the Ministry of Construction regarding house management. The Ministry believes that if homeowners for some reason could not choose management company, the municipal authorities have the right to assign to this house managing organization at your discretion.