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F.-REGULATIONS REGARDING THE PRICES OF PRODUCTS.
No provision on this subject.
G.-REGULATIONS REGARDING PROFITS AND DIVIDENDS.
Dividends are declared by the annual general meeting. (Article 644.). They may be declared only out of net profits which appear on the balance sheet for the year. (Article 630.) H.-REGULATIONS REGARDING OWNERSHIP OF STOCK IN OTHER CORPORATIONS, OR THE
COMBINATION OF DIFFERENT CORPORATIONS.
The code does not mention ownership of stock in other corporations. A corporation may unite with another, if the articles of association do not make different provisions, only by vote in a general meeting at which at least two-thirds of all the shares are represented. But if two-thirds of the shares are not represented at the first meeting, another may be called to meet after not less than 30 days, and in such meeting a valid vote for such union may be taken, though only one-third of the shares are represented. (Article 627.)
1.-REPORTS TO BE MADE TO THE GOVERNMENT.
The articles of association must be recorded in the commercial register of the district, and an abstract of them must be published. The abstract must contain:
(1) The date of the articles.
The nature of the shares, whether they are issued to bearer or in the names of the holders.
(6) The form to be followed in the publications of the company. (Article 621.) To the application for registration the following must be appended: (1) The certificate that the whole capital is subscribed. (2) The certificate that at least 20 per cent of each subscription is actually paid in. (3) Evidence that the administration and the auditors have been chosen.
If required by the circumstances, documents showing in due form the votes taken by the general meeting, in accordance with articles 618 and 619. (See A, above.) (Article 622.)
The company acquires legal existence only by registration. Shares issued before registration are void. Persons pretending to trade in the name of the company before registration are liable, jointly and severally, for the obligations so contracted. If, however, such transactions have been expressly made in the name of the company to be formed, and if they do not come within the terms of article 619, the company may adopt them within 3 months after registration; and in that case only the company is liable. (Article 623.)
The following must also be recorded in the commercial register and published:
Votes of the general meeting for continuing the company, for reducing or increasing its capital, or for making any other change in the articles of association. (Article 626.)
Votes of a general meeting for extending the business of the company by taking up allied branches, or for restricting its business, or for combining with another company.) (Article 627.)
Signatures by which the company will be bound, with the authorizations, and any revocations or changes of the same. (Article 653.)
K.-REPORTS TO BE MADE TO THE STOCKHOLDERS.
At least 8 days before the general meeting the balance sheet of the company, with the report of the auditors, must be offered for the inspection of shareholders. If shares to bearer have been issued, the fact that the balance sheet and report are ready must be advertised in the public prints appointed for the purpose. To persons who appear of record as holders of registered shares notices must be personally delivered or sent by registered letter. (Article 641.).
The balance sheet must be so arranged as to give the clearest and readiest possible view of the actual condition of the company. In particular, the following principles must be observed:
(1) All expenses of establishment, organization, and administration must be
included in the account of outlay for the year, except that expenses of organization, which are provided for in the articles of association or in resolutions of a general meeting, may be spread over not more than 5 years.
(2) Land, buildings, and machines are to be entered at not more than cost, with a suitable allowance for depreciation.
(3) Securities which have a market price must not be valued above their average price in the month before the balance.
(4) Goods are not to be valued either above their cost or above their market valué.
(5) The whole amount of doubtful assets must be shown, with the corresponding deductions.
(6) The capital and reserve funds and renewal funds are to be entered under liabilities.
(7) Obligations of the company must be entered at the full amount at which they will have to be paid. But the amount of any discount at which they may have been sold may appear among the assets, provided it is diminished each year by an amount which, repeated annually, will extinguish it at the maturity of the obligation. (Article 656.)
L.-PRIVILEGES OF STOCKHOLDERS REGARDING EXAMINATION OF BOOKS AND OVER
SIGHT OF BUSINESS.
Stockholders have no right to examine the books or correspondence of the company except by authorization from the administration or from a general meeting, or by a judicial order, and then the privacy of the company's affairs must be maintained as far as possible. (Article 641.)
Material was not available for answers to M, N, and 0.
PROVISIONS OF CIVIL CODE RELATIVE TO ASSOCIATIONS.2
PART I.-GENERAL CONDITIONS.
SECTION 2126. Associations are composed of persons consolidating into one body and operating under one general name.
SEC. 2127. The object of an association may be for the exploitation of all kinds of profitable enterprises, whether commercial, insurance, transportation, and in general any kind of industry which is not injurious to the welfare of the public in general.
ŠEC. 2128. The forms of associations are: (1) Full associations (liability companies), (2) associations on trust capital (firms with silent or dormant partners), and (3) associations in shares or stock companies.
SEC. 2129. A full association is composed of two or more partners uniting together to act in the general name of all.
SEC. 2130. Associations or partner firms are formed of one or many partners, with the concord of one or several dormant partners, who intrust to the former a fixed capital.
SEC. 2131. Associations in shares or stock companies are composed of many persons who conjointly form a fixed capital, this capital to be paid up by the partners themselves. Associations of this kind are organized according to the regulations established by the Government and must receive imperial sanction.
Sec. 2132. Inasmuch as all associations and companies are formed by means of agreements, it is necessary to add to the statutes all the general provisions which relate to the creation, execution, exploitation, and liquidation of the agreement determined in the first part of the present statutes. The conditions, rules, and resolutions of the association are guarded by the laws, if they are not contrary to the laws and are not detrimental to general welfare.
Remark.–The rules for the organization of associations for gold-mine enterprises are contained in the mining laws.
SEC. 2133. The mutual obligation of the partners, their obligations toward other parties, under the general name of the association agreed upon, as well as whether the company is formed for a fixed period or whether the term is not fixed, depends upon their mutual agreement.
(1) The partnership is understood to be in equal parts as regards the profits or losses, unless the participants are attributed larger or smaller parts in the association.
(2) According to the sense of the commercial code, the death of a partner who has not appointed to himself a successor necessitates the liquidation of the commercial firm, and the remaining living partners are not allowed to enter into any new speculations, but are authorized only to effect and to receive the necessary payments, and thus it is observed that they are not allowed to contract any new debts.
SEC. 2134. In full associations all the partners are held responsible for all the debts in general as an association and individually, and are answerable with all their property therefor.
(i) The nature of the participation of partners in the affairs of the association and the degree of responsibility of the debts of the association which derive therefrom depends not only on the degree of partnership established in the agreement of the
1 Prepared by the embassy of the United States in St. Petersburg. Instead of answering the questions submitted, a translation of the main provisions, concerning corporations, of the civil code and of the commercial laws has been given. From this the desired information can be obtained. 2 Civil code, Chapter VI. IC-VOL XVIII-01-21
association (whether it is a full company or a firm with dormant partners), but upon the rights they have received according to the agreement of the association. Accordingly a partner in a commercial enterprise, who according to the agreement of the association has received the right to manage the affairs of the enterprise, is recognized in this capacity, although his name is not mentioned among the number of partners under whose name the firm is established.
(2) In the proceedings following the bankruptcy of a firm with dormant partners the court has the right, at the request of the creditors, to recognize the persons stipulated in the foundation agreement as dormant partners of full associations as being responsible for the debts of the association.
SEC. 2135. In firms with dormant partners the latter can not in any manner bind themselves in the name of the firm, and should the firm come to fail they are responsible only for the amount of capital they have placed in the enterprise.
The principal distinction between a partner of a full association and the dormant partner of a firm consists in that in the first instance the partners stipulate in the agreement to act as one in a special enterprise, and consequently all are considered as proprietors of the enterprise, while the second are the partners who have trusted their capital, remaining outside the management of the affair. In proportion to the distinction in the character of these associations are based the differences and responsibility of the dormant partners in the enterprise. In view of the difference which exists between partners and dormant partners, the law has the right in each case in which a dispute may arise to decide the question as to whether in the instance disputed the person is simply a dormant partner or a partner in the firm, and in this case the court not only considers the fact that the name of the person is inserted in the agreement, but the character of the part he has taken in the enterprise as far as his action may be foreseen in the agreement and according to the spirit of the law. A dormant partner has not the right personally to take an active part in the direction of the affairs of the association; therefore, contrary to this condition, the provisions of the agreement may serve as a basis for the court to recognize person who is called a dormant partner in the agreement one of the partners of the firm.
SEC. 2136. In the case of the bankruptcy of one of the partners of the firm, of the dormant partners, or anyone participating in the firm, his interest in the business is turned over to be administered for the benefit of his creditors. If his interests, in view of their nature, can not be divided, they must be sold for the benefit of his creditors.
SEC. 2137. From the rules expressed in the foregoing paragraph are excepted bankrupt partners and participants in mining exploitations. Works of this kind are sold by auction to satisfy the creditors in those cases only when said works are on the eve of failure. If the works, however, are prosperous and in full operation, the part owned by the said person who has failed is turned over to be administered for the benefit of his creditors, and the profits due on such interest or said part belonging to the debtor, excluding therefrom the amount necessary for the operation of the enterprise, are employed in paying the debts of said partner until they are entirely paid off. But in all cases only those of the partners who entered the association before the first proprietor fell in debt are held responsible, an investigation being made for this purpose.
SEC. 2138. All disputes of stock companies, without exception, are examined and decided according to the statutes of procedure of civil law. Disputes between shareholders of different denominations, without exception, and all affairs of companies and firms in the by-laws of which it is determined that the affairs in dispute belong legally to arbitration courts, as well as all disputes between the shareholders and the directors, and, lastly, disputes between the partners and private individuals, are decided either at the general assembly of each company or firm or by arbitration based upon paragraphs 1367 to 1400 of the procedure of the civil code, or, lastly, according to the general provisions indicated in the present statutes.
Remark 1.- Newly organized companies or firms are not allowed to include the arbitration section in their by-laws.
Remark 2.- In districts where the procedure of the civil code has not yet been introduced disputes which may arise in the affairs of associations which would belong to these courts are solved according to the rules provided for in the statutes of the civil procedure.
All disputes between shareholders, on the one hand, and between the administration and the company, on the other hand, which arise from the relations among the partners, and which are foreseen by the laws relative to associations or in the statutes of companies, must be decided according to the civil code. All demands of shareholders that the books, journals, and other documents of the company be shown to them are decided according to the regularly established rules.
PART II.--RELATIVE TO SHAREHOLDING COMPANIES.
A Method of Formation.
SEC. 2139. Stock companies are formed by uniting a stipulated amount of money deposits, divided into shares of equal denominations, into one general joint capital, which is limited, as well as the responsibility of each of the members of the company.
Remark 1.-French stock (anonymous) companies, as well as other trading, industrial, and financial partner firms established in France, and called associations with limited responsibilities, may enjoy all their rights in Russia, as well as the right to appeal to the Russian courts of justice, upon observing the Russian laws. Stock (anonymous) companies and other associations for trade, industry, or finance, established in Belgium with the sanction of the Belgian Government, may enjoy in Russia all their privileges, including that of the protection of the Russian courts of justice, according to the laws of Russia, if such like companies and associations, also legalized within the Russian Empire, shall enjoy the same privilege in Belgium. The minister of foreign affairs is authorized to conclude, with the consent of the minister of finance, similar conditions with other foreign powers without having to ask special permission of the council of state for each special case.
Remark 2.-For navigation on the Caspian Sea all new companies must consist exclusively of Russian shareholders. In order to insure the execution of this law all the shares are issued to the names of the shareholders. Since November 24, 1869, no shares of any existing navigation company in the Caspian Sea are allowed to become the property of foreigners.
(1) The partners of a company form conjointly one judicial body, and the act which unites them, the statutes of the company in conformity with which they are to work, must receive imperial sanction.
(2) In Russia, those companies and associations only have the right to appeal to the justices of the peace, as claimants, which belong to foreign powers with whom Russia has concluded conventions on the subject, based upon mutual agreements. The transportation and insurance company of Basel, in Switzerland, can not enjoy the rights and protection in the courts of Russia, as claimants, because there exists no convention between Switzerland and Russia relating to the privileges of legal organizations in one or the other country of stock companies or other associations.
(3) It must be decided from the very formation when the company is organized in Russia, and good proof must be advanced to show whether or not the stock company was originally founded in a country with which Russia has concluded a convention.
(Explanation is given in section 2154.)
SEC. 2140. Stock companies may be established for the exploitation of all kinds of articles, schemes of art, industry, navigation, trade, and in general when these articles are not the exclusive right of others. But nó stock company has the right to organize itself without the consent of the Government.
It is seen that, as stated in section 2140 and sections 2153 and 2196, under the denomination of the “Government,” mentioned in the two foregoing paragraphs, as the deciding authorities, is understood the superior legal authorities.
SEC. 2141. The organization of stock companies is decided at the option of the Government in one of the three following manners: (1) Either a simple permission is granted for the company to be formed, without the introduction of any exception from the general rules; (2) together with the ordinary rules some small advantages are granted in the form of temporary exceptions to the general rules, such as privileges in the payment of contributions, taxes, etc., or (3) a privilege is granted to the company, namely, the exclusive right to exploit some patented article during a certain number of years.
SEC. 2142. The permission to organize a company with whatever object it may have in view does not include in itself the guaranty of the enterprise by the Government.
SEC. 2143. In general all companies, according to the object of their enterprise and their manner of execution, are divided into two general classes: (1) Companies, the enterprise of which requires special science and art, technical knowledge and expense in the preliminary construction of the works, machinery, etc., such as companies for the construction of railways, interior water communications, waterworks, etc., and (2) companies for the exploitation of enterprises or inventions where these special conditions are unnecessary or where the income will commence immediately upon the formation of the capital, without the construction of special buildings or works, and without special risk in the organization of the company, such as, for instance, insurance and such like institutions.
SEC. 2144. The permission to appropriate exclusively some privilege may, upon the