Appointment of the general director of the joint stock company. Question. The procedure for the election of the Director (Director General of the Joint Stock Company). Board of the joint stock company

Legally defined bodies of the Joint Stock Company

The Russian legal system of management of the joint-stock company has developed on the basis of Western legislation. Corporate governance is the chosen by the shareholders of self-government, based on the aggregate of organizational, legal and economic measures.

• general Meeting of Shareholders;
• board of Directors (Supervisory Board);
• sole executive body (general director);
• collegiate executive body (Executive Directorate, Board);
• audit Commission (Auditor).

The choice of the management structure of the joint-stock company.Depending on the combination of the listed possible management bodies of the joint-stock company, one or another specific structure of its management can be formed.

The choice of management structure is an important stage when creating a joint stock company. Its correct choice allows to reduce the possibility of conflict situations between management and shareholders, between groups of shareholders, increase the efficiency of management decisions. At the same time, the founders of the joint-stock company have some advantage over other shareholders. By choosing the "necessary" management structure, they can bring the level of their own rights to their own interests. At the same time, any selected management structure of the joint-stock company is not "eternal" and may vary by shareholders. The main thing - the management of the joint-stock company must comply with its scope and nature of the tasks being solved.

The possibility of combining certain controlling links by law allows shareholders to choose the most affordable scheme depending on the magnitude of the joint-stock company, the structure of its capital and the specific tasks of business development.

Main options for managing joint stock company

In practice, four options for managing the joint-stock company, presented on the following figures, are commonly used.

In all the options for management of joint-stock company, the availability of two bodies of management are obligatory: the general meeting of shareholders and the sole executive body, as well as one controlling authority of the Audit Commission. Since the task of the Audit Commission is to monitor the financial and economic activities of the Company, it is usually not considered as a direct body of the Joint-Stock Company. However, effective management cannot be provided without a reliable control system.

The difference in the options for managing joint stock company is manifested in a certain combination of sole and collegial governments.

Complete three-stage management structure of the joint-stock company.This control structure can be used in all joint-stock companies. It is characterized by the fact that it allows to strengthen the control of shareholders for the actions of the management of the joint-stock company.

In accordance with the Law on Joint-Stock Companies, the members of the Collegial Executive Authority (Management Board) cannot be more than one fourth of the Board of Directors of the Company.

The person who performs the functions of the sole executive body cannot be simultaneously the Chairman of the Board of Directors of the Company.

In general, the management in the person of the Director-General and the Board cannot receive the majority in the Board of Directors (the Supervisory Council), which increases the influence of this management body.

For credit institutions created in the form of a joint stock company, this form of management is mandatory. In accordance with Art. 11.1 FZ No. 82-ФЗ "On Amendments to the Federal Law" On Banks and Banking Activities "by the Offices of the Credit Organization, the General Assembly of the founders, the Board of Directors, the sole executive body and the collegial executive body (Fig. 5) are.

This form of management management of the joint-stock company is most preferable for large shareholders with a large number of shareholders.

Abbreviated three-stage management structure of the joint stock company(Fig. 6). This structure, as the first, can be used in any joint-stock societies. It does not provide for the creation of a collegial executive body and, accordingly, does not establish any restrictions on participation in the Board of Directors of the Company's managers. It provides for the position of the Director-General, whose influence on the publication of society and the Board of Directors increases, since it is essentially unoligating the current management of the joint-stock company.

This form is the most common structure of the management of the joint-stock company, since it allows to ensure the optimal ratio of control and executive bodies.

In the event that the charter of the joint-stock company, the formation of executive bodies is related to the competence of the Board of Directors, the Board of Directors and its chairman receive the possibility of severe control over the executive bodies of the Company. This option is more preferable for large shareholders who own a controlling stakeholder, since it allows, without accepting direct participation in current affairs, to carry out reliable control over the executive bodies of the Company.

This management structure is applied in closed joint-stock companies with significant revisions and assets.

Abbreviated two-stage management structure of the joint-stock company.This structure can be used as the previous one, only in joint-stock companies with a number of shareholders less than 50. It is characteristic of small joint-stock companies in which the situation is a typical situation where the Director General at the same time has both the main shareholder of the Company, so the most simple management structure is selected. (Fig. 8).

Executive bodies of the joint stock company

The concept of the executive body

The executive body of the Joint-Stock Company is a direct management body created by the decision of the General Assembly and / or the Board of Directors, the functions of which are established by law and by the Charter.

The executive bodies of the Joint-Stock Company are responsible for the Company for the losses caused to him as a result of their actions or inaction.

• the sole executive body of the Office - Director, CEO;
• collective executive body management - Board, Directorate.

If the charter of the joint stock company provides for the presence of both executive bodies at once, then in the charter, the competence of each of them should be clearly spelled out. The person who performs the functions of the sole executive body of the Office also provides the functions of the chairman of the collegial executive body.

Education and termination of the activities of executive bodies

The executive bodies of the management of the joint-stock company are created by the decision of the meeting of its shareholders or these powers can be transferred to them to the Board of Directors.

General Meeting of Shareholders or Board of Directors, if the Company's Charter, the formation of executive governments is related to its competence, has the right to decide on the early termination of the executive authority at any time.

If the education of the executive bodies is carried out by the General Assembly, the Company's Charter may be provided for the right of the Board of Directors of the Company to decide on the suspension of the powers of the sole executive body of the Company or the Management Organization. At the same time, with the adoption of these decisions, the Board of Directors should decide on the formation of a temporary sole executive body of the Company and on holding an extraordinary General Meeting of Shareholders to address the issue of early termination of its powers and the formation of a new executive body of the Company.

Creating a temporary sole executive body can be dictated by circumstances when the previous sole executive body of the Company or the management organization cannot fulfill its duties. In this case, the decision on the creation of a temporary sole executive body of the Company is accompanied by simultaneous decisions on the holding of an extraordinary meeting of shareholders to address the issue of early termination of the powers of the executive bodies and elections of the new sole executive body. The decisions of the Board of Directors on the early termination of the activities of the sole executive body of the Company and holding an extraordinary meeting of the new elections are made by a majority of three-quarters of the votes of the members of the Board of Directors, and the voices of the retired members of the Board of Directors of the Company are not taken into account.

By decision of the General Meeting of Shareholders, the powers of the Executive Governance can be transferred under a commercial organization (managing organization) or an individual entrepreneur (manager). Conditions of the contract are approved by the Board of Directors of the Company.

In relation to certain types of joint-stock companies, it is envisaged that the executive body can only be the management organization. So, according to paragraph 7 of the Presidential Decree No. 193 of February 23, 1998, "On the Further Development of Investment Funds", the management of the Investment Fund can only be a legal entity with the appropriate FSFR license.

• ensures the implementation of the solutions of the General Assembly;
• performs prompt management of the Company's activities;
• carries out current planning;
• makes up and approves the staffing schedule;
• adding and dismissing employees;
• issues orders and orders;
• concludes agreements, agreements, contracts, opens accounts, issues a power of attorney, carries out material and financial operations in a volume not exceeding 25% of the value of the assets of the joint stock company;
• makes claims and claims on behalf of the Company, etc.

Election of general director

The Director-General can be elected (appointed) by the General Meeting of Shareholders or Board of Directors. The method of election of the Director-General should be reflected in the charter of the joint-stock company.

In the event of the election of the Director-General, the general meeting of shareholders becomes more sustainable. In this case, the term of its authority can be up to five years.

In the event of the election of the Director-General, the Last Director of Directors has the right to decide on the annual appointment of the Director-General and the early termination of its powers. At the same time, the term of office of the General Director is equal to one year. He is re-elected every year with the Board of Directors.

Candidates for the position of Director General can shareholders owning at least two percent of the Company's voting shares. The charter or other document of the Company may establish a different percentage of voting shares. One application may contain no more than one candidate. Proposals with candidates must be made no later than 30 calendar days after the end of the fiscal year of the previous year, in which the regulatory powers of the current Director-General expire. The Board of Directors is obliged to consider receiving applications and decide on the inclusion of the candidates proposed for the list of candidates for the election of the Director-General or the refusal of this no later than 5 working days after the end of the application period. Only candidates are included in the vote list, which in writing confirmed their consent to run to the position of Director General. Elections are carried out by separate voting for each contender. When voting, shareholders give their votes only for one candidate or vote against all. The chosen is considered to be the candidate who received, firstly, the majority of the votes of the shareholders participating in the meeting, secondly, more relative to other applicants the number of votes. If none of the candidates have received most votes, the elections are recognized as not consisted, which means the prolongation of the powers of the previously acting director.

Board of the joint stock company

The Board is a collegial executive body of the Joint-Stock Company. Together with the Director General, it exercises the current management of the activities of the joint stock company.

• ensuring the implementation of the decisions of the General Assembly;
• organization of operational guidance;
• development of work plans for the quarter, half a year, etc.;
• financial and tax planning;
• developing the current economic policy of the joint-stock company, etc.

The Board is elected for a period of one year. As a rule, it is elected by persons who occupy the key posts in the joint-stock company: financial director, chief economist, chief engineer, etc. The law does not determine how the Board is elected.

1. The management of the Company's current activities is carried out by the sole executive body of the Company (director, general director) or the sole executive body of the Company (director, general director) and the collegial executive body of the Company (board, directorate). Executive bodies are accountable to the Board of Directors (Supervisory Board) of the Company and the General Meeting of Shareholders.

The Charter of the Company, providing for the presence of simultaneously sole and collegial executive bodies, the competence of the collegial authority should be determined. In this case, the person who performs the functions of the sole executive body of the Company (director, general director), also performs the functions of the Chairman of the Community Executive Body of the Company (Board, Directorate).

(see text in the previous edition)

According to the decision of the General Meeting of Shareholders, the powers of the sole executive body of the Company may be transferred under a commercial organization agreement (managing organization) or an individual entrepreneur (manager). The decision to transfer the powers of the sole executive body of the Society of the Management Organization or the Governor is made by the General Meeting of Shareholders only at the proposal of the Board of Directors (Supervisory Board) of the Company.

(see text in the previous edition)

2. The competence of the executive body of the Company includes all the issues of leadership of the Company's current activities, with the exception of issues related to the competence of the General Meeting of Shareholders or the Board of Directors (Supervisory Board) of the Company.

(see text in the previous edition)

The executive body of the Company organizes the implementation of the decisions of the General Meeting of Shareholders and the Board of Directors (Supervisory Board) of the Company.

The sole executive body of the Company (Director, CEO) without a power of attorney acts on behalf of the Company, including its interests, makes transactions on behalf of the Company, approves states, publishes orders and gives instructions, mandatory for all employees of society.

The Charter of the Company may provide for the need to obtain the consent of the Board of Directors (Supervisory Board) of the Company or the General Meeting of Shareholders to commit certain transactions. In the absence of such a consent or subsequent approval of the relevant transaction, it may be challenged by persons specified in paragraph 1 of paragraph 6 of Article 79 of this Federal Law, on the grounds established by paragraph 1 of Article 174

3. The formation of the executive bodies of the Company and the early termination of their powers are carried out by the decision of the General Meeting of Shareholders, if the Charter of the Company, the decision of these issues is not attributed to the competence of the Board of Directors (Supervisory Board) of the Company.

(see text in the previous edition)

The rights and obligations of the sole executive body of the Company (director, general director), members of the COLLEGAL EXECUTIVE OF SOCIETY (Board, Directorate), the Management Organization or Manager for the Implementation of the Company's current activities of the Company are determined by this Federal Law, other legal acts of the Russian Federation and the contract concluded by each Of them with society. The contract on behalf of the Company is signed by the Chairman of the Board of Directors (Supervisory Board) of the Company or the person authorized by the Board of Directors (Supervisory Board) of the Company.

The relationship between society and the sole executive body of the Society (director, general director) and (or) members of the Community Executive Authority of the Company (Board, Directorate), the legislation of the Russian Federation on labor applies to a part that does not contradict the provisions of this Federal Law.

Combining the person who performs the functions of the sole executive body of the Company (director, general director), and members of the Community Executive Body of the Company (Board, Directorate) of posts in the management bodies of other organizations are allowed only with the consent of the Board of Directors (Supervisory Board) of the Company.

The Company, the powers of the sole executive body of which transferred the management organization or the manager, acquires civil rights and assumes civil duties through the management organization or manager in accordance with paragraph of paragraph 1 of Article 53 of the Civil Code of the Russian Federation.

If the powers of the executive bodies of the Company are limited to a certain period and after such a term, it was not decided to form new executive bodies of the Company or the decision on the transfer of the powers of the sole executive body of the Society of the Management Organization or the manager, the powers of the Company's executive bodies act before the adoption of these decisions.

4. General Meeting of Shareholders, if the education of the executive bodies is not attributed to the Company's charter to the competence of the Board of Directors (Supervisory Board) of the Company, has the right to decide on the early termination of the powers of the sole executive body of the Company (director, general director), members of the collegial executive body of the Company (Board, Directorate). The general meeting of shareholders is entitled at any time to decide on the early termination of the authority of the management organization or manager.

In the event that the education of the executive bodies is attributed to the Company's charter to the competence of the Board of Directors (Supervisory Board) of the Company, it has the right to decide on the early termination of the powers of the sole executive body of the Company (director, general director), members of the collegial executive body of the Company (board, Directorate) and on the formation of new executive bodies.

In the event that the education of the executive bodies is carried out by the General Meeting of Shareholders, the Company's Charter may be provided for the right of the Board of Directors (Supervisory Board) of the Company to decide on the suspension of the powers of the sole executive body of the Company (director, general director). The Company's charter may be provided for the right of the Board of Directors (Supervisory Board) of the Company to decide on the suspension of the authority of the management organization or the manager. Simultaneously with the specified decisions, the Board of Directors (Supervisory Board) of the Company is obliged to decide on the formation of a temporary sole executive body of the Company (director, general director) and on holding an extraordinary General Meeting of Shareholders to address the issue of early termination of the powers of the sole executive body of the Company (director, general director ) or the management organization (managing) and the formation of a new sole executive body of the Company (director, general director) or the transfer of the powers of the sole executive body of the Company (director, general director) of the management organization or manager.

In the event that the education of the executive bodies is carried out by the General Meeting of Shareholders and the sole executive body of the Company (Director, Director General) or the Management Organization (Manager) cannot fulfill its duties, the Board of Directors (Supervisory Board) of the Company has the right to decide on the formation of a temporary sole executive body Societies (director, general director) and on the holding of an extraordinary general meeting of shareholders to address the issue of early termination of the powers of the sole executive body of the Company (director, general director) or the management organization (manager) and the formation of a new executive body or the transfer of the authority of the sole executive Authority of the Society of the Management Organization or Manager.

All of the Solutions listed in the paragraphs of the third and fourth of this paragraph are made by a majority of three-quarters of the members of the Board of Directors (Supervisory Board) of the Company, while the voices of the retired members of the Board of Directors (Supervisory Board) of the Company are not taken into account.

The temporary executive bodies of the Company carry out the leadership of the Company's current activities within the competence of the executive bodies of the Company, if the competence of the temporary executive bodies of the Company is not limited to the Company's charter.

(see text in the previous edition)

5. If the Charter of the Company is to decide on the formation of the sole executive body of the Company or the early termination of its powers: the competence of the Board of Directors (Supervisory Board) of the Company and the Quorum Certificate Certificate of the Company for holding a meeting of the Board of Directors (Supervisory Board) of the Company is more than half of the number Selected members of the Board of Directors (Supervisory Board) of the Company and (or) to solve this issue in accordance with the Company's Charter or internal document determining the procedure for convening and holding meetings of the Board of Directors (Supervisory Board) of the Company, a greater number of votes are needed than a simple majority of members of the members The Board of Directors (Supervisory Board) of the Company participating in such a meeting, this issue may be submitted to the decision of the General Meeting of Shareholders in cases determined by paragraphs 6 and this article.

The issue of the formation of the sole executive body of the Company or the early termination of its powers cannot be submitted to the decision of the General Meeting of Shareholders, if other consequences advancing in cases determined by paragraphs 6 and this article are provided for the Company's Charter of the Company.

If the conditions of the shareholder agreement concluded by the Company's shareholders, other consequences advancing in cases determined by paragraphs 6 and this article, non-performance or improper fulfillment of relevant obligations under the share agreement is not a basis for exemption from responsibility or from implementing measures to ensure the fulfillment of the obligations provided for in Such an agreement.

6. In the event that if there are conditions provided for by paragraph to the first paragraph 5 of this article, the decision on the formation of the sole executive body of the Company is not accepted by the Board of Directors (Supervisory Board) of the Company on two consecutive meetings or within two months from the date of termination or The expiration of the powers of the previously educated sole executive body of the Company, the Company, the Company's disclosure in accordance with the legislation of the Russian Federation on securities, are obliged to disclose information on the incomprehension of such a decision in the manner prescribed by the legislation of the Russian Federation on securities, and other companies - notify Incontinacy of such a decision of the shareholders in the manner prescribed by this Federal Law for reporting on the general meeting of shareholders. Such a notice is sent to shareholders or if the Company's Charter has defined a printed edition to publish reports on holding a general meeting of shareholders, it is published in this printed publication no later than 15 days from the date of the second meeting of the Board of Directors (Supervisory Board) of the Company, whose agenda of which was included On the formation of the sole executive body of the Company and on which such an body was not formed, and if the second meeting did not take place, after a two-month period from the date of termination or expiration of the powers of the previously educated sole executive body of the Company. The list of shareholders of the Company to whom the specified notification is sent is drawn up on the basis of the register of owner of the Company's securities owners at the date of the second meeting of the Board of Directors (Supervisory Board) of the Company, at which the decision on the formation of the sole executive body of the Company, or in the event that the meeting It did not take place after the expiration of a two-month period from the date of termination or expiration of the powers of the previously educated sole executive body of the Company. At the same time, if the nominal shares holder is registered in the register of owners of the Company's securities of the Company, the notification is sent to the nominal shares for the direction of persons, in the interests of which he owns the shares of society.

The notice in accordance with this clause is directed on behalf of the Society Chairman of the Board of Directors (Supervisory Board) of the Company. After the direction of notification to shareholders or after the disclosure of information, in accordance with paragraph, the first paragraph of this paragraph, the Chairman of the Board of Directors (Supervisory Board) of the Company operates on behalf of the Society until the establishment of the temporary sole executive body of the Company.

Shareholders or shareholder have the right to make a requirement to convene an extraordinary general meeting of shareholders to address the issue of the formation of the sole executive body of the Company within 20 days from the date of the occurrence of the Company's duties to extend the specified information.

Within five days from the date of the deadline provided for in this paragraph for presenting to shareholders or shareholder, the claim for the convening of an extraordinary General Meeting of Shareholders, the Board of Directors (Supervisory Board) of the Company is obliged to decide on the formation of a temporary sole executive body of the Company, as well as the convening of an extraordinary General Meeting Shareholders in accordance with Article 55 of this Federal Law, if the specified date received these requirements from shareholders or shareholders who own at least 10 percent of the Company's voting shares. In the case of two or more requirements for convening an extraordinary general meeting of shareholders to address the issue of the formation of the sole executive body of the Company by the Board of Directors (Supervisory Board) of the Company in accordance with this clause, a decision is made to convene a single extraordinary General Meeting of Shareholders.

The decision to convene an extraordinary general meeting of shareholders and on the formation of a temporary sole executive body of the Company is made by the Board of Directors (Supervisory Board) of the Company by a majority of votes of members of the Board of Directors (Supervisory Board) of the Company participating in the meeting, if there is a quorum, which is at least half of the number Selected members of the Board of Directors (Supervisory Board) of the Company.

7. In the event that if there are the conditions provided for by paragraph to the first paragraph 5 of this article, the decision on the early termination of the powers of the sole executive body of the Company was not accepted by the Board of Directors (Supervisory Board) of the Company on two consecutive meetings of the Board of Directors (Supervisory Board) of the Company , societies that implement information in accordance with the legislation of the Russian Federation on securities are obliged to disclose information on non-decision of such a decision in the manner prescribed by the legislation of the Russian Federation on securities, and other companies - notify the incompatination of such a decision of the shareholders in the manner prescribed by this Federal The law for reporting on the General Meeting of Shareholders. Such a notice is sent to shareholders or if the Company's Charter has defined a printed edition to publish reports on holding a general meeting of shareholders, it is published in this printed publication no later than 15 days from the date of the second meeting of the Board of Directors (Supervisory Board) of the Company, whose agenda of which was included The early termination of the powers of the sole executive body of the Company and at which the decision on the early termination of the powers of such an authority was not accepted. The list of shareholders of the Company to whom the notification is sent is drawn up on the basis of the register of the owners of the Company's securities of the Company at the date of the second meeting of the Board of Directors (Supervisory Board) of the Company, at which the decision was not made on the early termination of the powers of the sole executive body of the Company. At the same time, if the nominal shares holder is registered in the register of owners of the Company's securities of the Company, the notification is sent to the nominal shares for the direction of persons, in the interests of which he owns the shares of society.

Shareholders or shareholder has the right to make a requirement to convene an extraordinary general meeting of shareholders to address the issue of early termination of the powers of the sole executive body of the Company within 20 days from the date of the responsibility of the Company to disclose these information.

Within five days from the date of expiration provided for in this paragraph for presentation by shareholders or shareholder the claim for the convening of an extraordinary General Meeting of Shareholders, the Board of Directors (Supervisory Board) of the Company is obliged to decide on the convening of an extraordinary General Meeting of Shareholders in accordance with Article 55 of this Federal Law, If these requirements received these requirements from shareholders or shareholders who have no less than 10 percent of the Company's voting shares. In the case of two or more demands on the convening of an extraordinary general meeting of shareholders to address the issue of early termination of the powers of the sole executive body of the Company by the Board of Directors (Supervisory Board) of the Company in accordance with this clause, a decision is made to convene one extraordinary general meeting of shareholders. of this Federal Law. paragraphs 6 of paragraph 8 of Article 55 of this Federal Law.

The Director-General of AO performs the functions of the sole executive body of the Company. In addition, it is a shareholder to which less than 1% of the shares belong. There is only an employment contract between JSC and the Director General. The collegial executive body in the AO is not.
Whether the group of persons on the basis of paragraph 3 of Part 1 of Art are formed. 9 of the Federal Law of 26.07.2006 N 135-FZ "On Protection of Competition", JSC and its General Director?

Having considered the question, we came to the following conclusion:
Joint Stock Company and the Director General of this joint stock company do not form a group of persons on the basis of paragraph 3 of Part 1 of Art. 9 of the Federal Law of 26.07.2006 N 135-FZ "On Protection of Competition".

Rationale of output:
The concept of "groups of persons" is contained in part 1 of Art. 9 of the Federal Law of July 26, 2006 N 135-FZ "On Protection of Competition" (hereinafter - the Law of N 135-FZ), according to which a group of persons recognize a combination of individuals and (or) legal entities corresponding to one or more features listed in this Norma.
In particular, according to paragraph 2 of Part 1 of Art. 9 of the Law N 135-FZ Group of persons form a business society (partnership, economic partnership) and an individual or legal entity, if such an individual or such a legal entity carries out the functions of the sole executive body of this economic society (partnership, economic partnership). That is, the General Director (sole executive body) and the joint-stock company form a group of persons by virtue of the very fact of the class of this post. Since this norm is given in the law by a separate paragraph, we believe that under the other points of Part 1 of Art. 9 of the law N 135-ФЗ This situation can not fall on itself.
By virtue of paragraph 3 of Part 1 of Art. 9 of the Law N 135-FZ by a group of persons recognize the economic company (partnership, economic partnership) and an individual or legal entity, if such an individual or such a legal entity on the basis of constituent documents of this economic company (partnership, economic partnership) or a prisoner with this economic The Company (partnership, economic partnership) of the Agreement has the right to give this economic community (partnership, economic partnership) obligatory to fulfill the instructions.
What is meant by the term "mandatory instructions", in law N 135-FZ is not disclosed. FAS In its explanation of 07.09.2010, "on the application of the Federal Law" On Protection of Competition "noted only that the basis for the assignment of persons to one group under this condition is the presence of a business entity in the constituent documents or in the contract concluded with this economic society Instructions on the presence of an individual or legal entity the ability to determine decisions taken by an economic entity, including to determine the conditions for entrepreneurial activities. At the same time, the employment contract is not a reason to assign individuals to one group under the specified condition.
We believe that the Director General of the Joint Stock Company cannot be considered such a person for the following reasons. The legal entity acquires civil rights and assumes civil duties through its own bodies operating in accordance with the law, other legal acts and constituent documents (Article 53 of the Civil Code of the Russian Federation). By virtue of paragraph 1 of Art. 69 of the Federal Law of December 26, 1995 N 208-FZ "On Joint-Stock Companies" (hereinafter referred to as the Law on JSC) The sole executive body leads the management of the Company's current activities and is accountable to the Board of Directors (Supervisory Council) of the Company and the General Meeting of Shareholders. At the same time, in accordance with paragraph 2 of Art. 69 of the law on JSC. The sole executive body of the Company (director, general director) without a power of attorney acts on behalf of the Company, including its interests, makes transactions on behalf of the Company, approves states, publishes orders and gives instructions, mandatory for all employees of society. Accordingly, the sole executive body does not determine the decisions (actions) of the joint-stock company and does not give any indications of the joint-stock company. On the contrary, his actions are, in fact, the actions of the Company itself, and its instructions - the instructions of society to their employees. At the same time, he implements its functions with accountability to other applications of the Company - the general meeting of shareholders and the Board of Directors (the Supervisory Board).
Thus, in the situation under consideration, the Director General and JSC, whose leadership of the current activity of which is carried out by the Director General, do not form a group of persons under paragraph 3 of Part 1 of Art. 9 of the law N 135-FZ. The specified, in our opinion, is also confirmed by the norms of Art. 81 of the AO Law, in which, when transferring persons interested in making a transaction, the sole executive body and persons who have the right to give the society obligatory instructions for him are defined as different categories of persons.

For your information:
The mention of the right to give mandatory indication to society either otherwise identify its actions is contained in the Civil Code of the Russian Federation. So, for example, according to paragraph 3 of Art. 56 GK, if the failure (bankruptcy) of the legal entity is caused by the founders (participants), the owners of the property of a legal entity or other persons who have the right to give a binding legal entity to the instructions or otherwise have the opportunity to determine its actions on such persons in case of property deficiency A legal entity may be assigned a subsidiary responsibility for its obligations. Based on paragraph 22, the Resolution of the Plenum of the Supreme Court of the Russian Federation and the Plenum of the Supreme Arbitration Court of the Russian Federation dated 07/01/1996 N 6/8 "On some issues related to the use of part of the First Civil Code of the Russian Federation" among other persons who have the right to give mandatory This legal entity is either otherwise able to determine its actions relate, in particular, a person who owns or trust management a controlling stake in the joint stock company, the owner of the property of a unitary enterprise, which has given mandatory instructions for it, etc.
At the same time, shareholders, even who have a controlling stake in the property, and, by virtue of this, having the opportunity to identify the actions of society cannot be considered persons who have the right to provide mandatory instructions. The fact is that the will of shareholders is implemented by voting at the general meeting of shareholders. The meeting is the authority of the Company (Art. 47 of the Law on JSC). Accordingly, the decisions of the General Meeting of Shareholders are decisions of the Company itself.
Also, the mention of the right to provide compulsory instructions to society either otherwise identify the actions of society is contained in Art. 105 Civil Code. As follows from paragraph 2 of Art. 105 of the Civil Code of the Russian Federation, the main society has the right to give subsidiaries obligatory for the last indication, but only in the case when this right is provided for in the contract with the subsidiary or the Charter of the subsidiary. This position is duplicated in paragraph 3 of Art. 6 of the Law on JSC. Recall that according to paragraph 1 of Art. 105 of the Civil Code The Economic Society is recognized as a subsidiary, if another (main) economic society or partnership is due to the prevailing participation in its authorized capital or in accordance with the contract between them, or otherwise it has the ability to determine the decisions taken by such a society. As you can see, these norms are talking about "subsidiaries" as the dependence of the joint-stock company from another economic society.

The answer prepared:
Expert Service Legal Consulting Guarant
Pavlova Natalia

Quality control:
Reviewer of legal consulting service Garant
Barsegegian Artem

The material was prepared on the basis of an individual written consultation provided within the framework of the legal consulting service.

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Authorities of the economic company - In accordance with Art. 33 of the Law of December 9, 1992 on economic societies (as amended by the Law of January 10, 2006) (hereinafter the law) authorities of the economic company are the bodies of the Office of the Economic Society and its control bodies. ... ... Legal Dictionary of Modern Civil Law

General Director of the Joint Stock Company "Khantymansky Interpoport". Born on February 5, 1945 in the village of Matka (now Khanty by the Mansi district Khanty of the Mansi Autonomous Okrug). In 1969 he graduated from the Sverdlovsk technical school of physical culture ...

General Director of the Joint Stock Company "Muscovy Suga"; Born in 1950; He graduated from the Ryazan Radio Engineering Institute; worked in the field of business show; In the system of JSC "Muskit" since 1991; In 1993 he headed the JSC "Muskite ... Large biographical encyclopedia

General Director of the Joint Stock Company of the Closed Type "Company Real Estate LFL"; Born in 1949; Candidate of Economic Sciences, Associate Professor; a valid member of the Academy of Political Science; The main direction of scientific activity: ... ... Large biographical encyclopedia

Director General of the Joint Stock Company for the "Reflector" (Saratov region) since 1986; Born on May 2, 1946; In 1969 he graduated from the Faculty of Faculty of Saratov State University; Since 1968, it works on Saratov ... ... Large biographical encyclopedia

General Director of the Joint Stock Company "Tattsanthmontazh"; Born on February 5, 1940 in p. Merochino Paninsky district of the Voronezh region; In 1963 he graduated from Novosibirsk Engineering Construction Institute; He worked in Novosibirsk ... ... Large biographical encyclopedia

Annex to the article Honored Worker Trade of the Russian Federation Contents 1 republic Bashkorto ... Wikipedia