Companies Law

1. The method of managing a simplified joint-stock company shall be specified in its articles of association. The company may be managed by one or more Companies Law presidents or managers or by a board of directors or any other form of management. The company's articles of association shall specify the manner of appointing and removing whomever is tasked with managing the company as well as the powers, authorities, and work procedures thereof. If the company's articles of association do not provide for any provisions in this regard, such provisions shall be determined by shareholders. 2. A simplified joint-stock company’s president, manager, or board of directors, as the case may be, shall have all the powers necessary to manage the company in a manner that achieves its purposes, excluding acts and dispositions entrusted to shareholders pursuant to a special provision in this Law or the company’s articles of association. The company’s president or manager may, within his powers, delegate others to perform certain acts. The board of directors may, within its powers, authorize one or more of its members or others to perform certain acts. 3. A simplified joint-stock company’s president, manager, or chairman of the board of directors, as the case may be, shall represent the company before the judiciary, arbitration tribunals, and other parties; he may, however, delegate others to represent the company if the company’s articles of association provide therefor. 4. A simplified joint-stock company shall be bound by all the acts and dispositions performed in its name by its president, manager, or board of directors, as the case may be, even if said acts and dispositions are beyond the powers thereof, unless such acts and dispositions involve a party who acts in bad faith or a party who knows that such acts and dispositions are beyond the powers of the same.