3.1. Constituent documents: general information

All organizations operate on the basis of constituent documents.

Constituent documents– these are mandatory documents established by law, necessary during the creation (institution) and during the functioning of a legal entity. In other words, these are documents that serve as the basis for the activities of a legal entity.

The composition of the organization’s constituent documents is determined by the Civil Code of the Russian Federation, as well as the relevant federal laws (in particular, the Federal Law “On Joint Stock Companies”; the Federal Law “On Limited Liability Companies”) and other regulations corresponding to the organizational and legal form of ownership of the future enterprise.

Clause 1 of Article 52 “Constituent documents of a legal entity”, part one Civil Code The Russian Federation states: “A legal entity acts on the basis of a charter, or a constituent agreement and charter, or only a constituent agreement. In cases provided for by law, a legal entity that is not a commercial organization may act on the basis of the general regulations on organizations of this type... A legal entity created in accordance with the Civil Code by one founder acts on the basis of a charter approved by this founder.”

In this regard, three types of constituent documents can be distinguished:

memorandum of association;

charter;

general provisions on organizations of this type.

The term “organization” presupposes a certain organizational unity, the sustainability of education, which is ensured constituent documents legal entity. Organizations can be commercial or non-profit, which is important to consider when studying their legal status and when drawing up constituent documents.

In accordance with Art. 50 “Commercial and non-profit organizations” of part one of the Civil Code of the Russian Federation, legal entities can be organizations that pursue profit as the main goal of their activities (commercial organizations) or do not have profit as such a goal and do not distribute the profits between participants (non-profit organizations ). Non-profit organizations can carry out entrepreneurial activity only insofar as it serves the purposes for which they are created.

A legal entity has only those civil rights and bears only those obligations that are provided for in its constituent documents and correspond to the purpose of the legal entity. The charter of such a legal entity clearly indicates the types of activities that it has the right to engage in.

On the basis of the constituent agreement, general partnerships (Article 70, Part 1 of the Civil Code of the Russian Federation) and limited partnerships (Article 83, Part 1 of the Civil Code of the Russian Federation) operate. Based on the charter - joint-stock companies (Article 98 Part 1 of the Civil Code of the Russian Federation); limited liability companies (Article 87 Part 1 of the Civil Code of the Russian Federation) and additional liability (Article 95 Part 1 of the Civil Code of the Russian Federation) created by one person; production cooperatives (Article 107 Part 1 of the Civil Code of the Russian Federation), state and municipal unitary enterprises (Article 113 Part 1 of the Civil Code of the Russian Federation), as well as public organizations(associations, etc.). Limited companies and associations operated on the basis of the constituent agreement and charter legal entities(associations and unions) (indirect confirmation of this, Article 121 Part 1 of the Civil Code of the Russian Federation).

A non-profit organization can operate on the basis of the general regulations on organizations of this type. As a rule, budgetary organizations, authorities and management bodies work on the basis of the regulations. Accordingly, commercial organizations cannot act on the basis of the general provisions on organizations of this type.

The status of articles of association as constituent documents is becoming increasingly precarious. The classification of constituent agreements as constituent documents is confirmed by Art. 70 and 83 of the same part of the Civil Code of the Russian Federation.

In Article 52 of the first part of the Civil Code of the Russian Federation, the constituent agreement is included in the constituent documents of legal entities, however, in Article 9 of the Federal Law “On Joint Stock Companies” dated December 26, 1995 No. 208-FZ we read: “The founders of the company enter into a written agreement among themselves on its creation, determining the procedure for their joint activities to establish a company, the size authorized capital companies, categories and types of shares to be placed among the founders, the amount and procedure for their payment, the rights and obligations of the founders to create the company. The agreement on the creation of a company is not a constituent document of the company and is valid until the end of the term specified in the agreement for payment of shares to be placed among the founders.”

Article 11 of the Federal Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ states: “The founders of the company enter into a written agreement on the establishment of the company, which determines the procedure for their joint activities to establish the company, the size of the authorized capital of the company, the size and the nominal value of the share of each of the founders of the company, as well as the size, procedure and terms of payment for such shares in the authorized capital of the company. The agreement on the establishment of a company is not the constituent document of the company.” The constituent agreements of limited liability companies have lost the force of constituent documents since July 1, 2009.

But the charters invariably retain the status of constituent documents. The rules on the charters of legal entities are regulated by Art. 52 of the Civil Code, as well as laws on various types legal entities. Article 10 of the Federal Law “On Joint Stock Companies” states: “The charter of the company is the constituent document of the company.” We see the same in Article 12 of the Federal Law “On Limited Liability Companies”: “The charter of the company is the constituent document of the company.”

At the creation stage, for example, joint stock company play a major role memorandum and articles of association, fixing the subject, goals and nature of the company’s activities, its status, the procedure for formation and the size of the authorized capital, the size of the share of each of the founders (participants) of the company, the size and composition of contributions, the procedure and timing of their contribution to the authorized capital, the principles of relations between the company’s participants, the principles and management order. The constituent agreement also determines the composition of the founders (participants) of the company, their responsibility for violating the obligation to make contributions, the conditions and procedure for the distribution of profits between the founders (participants) of the company, the composition of the bodies and the procedure for the withdrawal of participants from the company. Regulations on economic activity regulates the functioning of the organization. It plays the role of an economic supplement to the package of constituent documents, which provides specific explanations and quantitative characteristics of individual provisions of the constituent agreement and charter, the most important moments activities.

Thus, the constituent agreement is a mandatory document that creates the conditions and legal prerequisites for the creation of a joint-stock company, the charter is the constituent document of the joint-stock company, and the regulations on economic activities are an appendix to the package of constituent documents of the joint-stock company.

In paragraph 2 of Art. 52 of the first part of the Civil Code of the Russian Federation are defined General requirements to the content of constituent documents: “The constituent documents of a legal entity must determine the name of the legal entity, its location, the procedure for managing the activities of the legal entity, and also contain other information provided by law for legal entities of the corresponding type. The constituent documents of non-profit organizations and unitary enterprises, and in cases provided for by law and other commercial organizations, must define the subject and goals of the activities of a legal entity. The subject and certain goals of the activities of a commercial organization may be provided for by the constituent documents even in cases where this is not mandatory by law.” In accordance with paragraph 1 of the same article, “the constituent agreement of a legal entity is concluded, and the charter and regulations of the organization are approved by its founders (participants).”

Thus, the texts and some of the formalizing procedures of the constituent documents are standard and require modification taking into account the specifics of the legal entity.

The organization is considered created and acquires the rights of a legal entity from the moment of state registration, while the registration data is included in the Unified State Register of Legal Entities, and the company name can only be used by this legal entity.

When state registration of a legal entity, when changes are made to the constituent documents of a legal entity, as well as when submitting a notice of amendments to the constituent documents of a legal entity, the documents provided for by the Federal Law of August 8, 2001 No. 129-FZ “On State Registration of Legal Entities” ", are submitted to the registration authority at the location of the legal entity.

Each document (including an application) containing more than one sheet is submitted in a bound, numbered form. The number of sheets is confirmed by the signature of the applicant or notary on the back of the last sheet of the document at the place where it is bound. Documents are submitted to the registration authority in two copies.

The registering authority, having carried out the state registration of a legal entity, places a stamp on the back of the last sheet of one copy of the constituent documents at the place where it was stitched. The registration mark of the charter includes the name of the body carrying out state registration, the date of registration, and the state registration number. The registration mark is certified by the seal of the registering authority:

State registration data of a legal entity is reflected in registers maintained by registration authorities. For state registration, a state fee is paid in accordance with the legislation on taxes and fees.

In cases where preparatory stage The founders are only required to collect the required amount of funds that make up the authorized capital of the company; instead of the constituent agreement, the minutes of the constituent meeting are signed and submitted to the registration authorities.

State registration is the final stage of the creation of a legal entity, with which the law connects the emergence of legal capacity (Article 49 “Legal capacity of a legal entity” of the Civil Code of the Russian Federation).

Refusal of state registration of commercial and non-profit organizations is permitted in the event of failure to submit documents required by law for state registration or submission of documents to an improper registration authority (see Federal Law of August 8, 2001 No. 129-FZ “On State Registration of Legal Entities”).

For various organizational and legal forms of legal entities, the corresponding constituent documents different types have the same legal status.

3.2. Drawing up and execution of the constituent agreement

The foundation agreement is a legal act indicating the will of individuals or legal entities to form an organizational and legal structure for the purpose of implementing a particular entrepreneurial idea.

The procedure for concluding, drawing up and formalizing, entering into force, and terminating the constituent agreement, as well as other constituent acts, are regulated by the legislation of the Russian Federation.

The constituent agreements are subject to the requirements common to constituent documents, reflected in Article 52 Part 1 of the Civil Code of the Russian Federation. Other articles of the Civil Code of the Russian Federation and other legislative acts add requirements taking into account the specifics of legal entities.

For OJSC and LLC, the requirements for the agreement on the creation of legal entities are determined, which precedes the preparation and execution of the charter.

Article 9 of the Federal Law “On Joint-Stock Companies” dated December 26, 1995 No. 208-FZ outlines the substantive requirements for the agreement on the establishment of a joint-stock company: “The founders of the company conclude among themselves a written agreement on its creation, which determines the procedure for their joint activities to establish the company, the size of the company’s authorized capital, categories and types of shares to be placed among the founders, the amount and procedure for their payment, the rights and obligations of the founders to create the company.” .

Article 11 of the Federal Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ sets out the requirements for an agreement on the establishment of a limited liability company: “The founders of the company enter into a written agreement on the establishment of the company, which determines the procedure for their joint activities in establishment of the company, the size of the authorized capital of the company, the size and nominal value of the share of each of the founders of the company, as well as the size, procedure and terms of payment for such shares in the authorized capital of the company.”

On the basis of the memorandum of association as a constituent document, general partnerships and limited partnerships operate.

Article 70 “Foundation Agreement of a General Partnership”, Part 1. of the Civil Code of the Russian Federation says: “1. A general partnership is created and operates on the basis of a constituent agreement. The constituent agreement is signed by all its participants. 2. The founding agreement of a general partnership must contain, in addition to the information specified in paragraph 2 of Article 52 of this Code, conditions on the size and composition of the partnership’s share capital; on the size and procedure for changing the shares of each participant in the share capital; on the size, composition, timing and procedure for making contributions; on the responsibility of participants for violation of obligations to make contributions.”

In Art. 83 “The founding agreement of a limited partnership” states: “1. A limited partnership is created and operates on the basis of a memorandum of association. The memorandum of association is signed by all general partners. 2. The founding agreement of a limited partnership must contain, in addition to the information specified in paragraph 2 of Article 52 of this Code, conditions on the size and composition of the partnership’s share capital; on the size and procedure for changing the shares of each of the general partners in the share capital; on the size, composition, timing and procedure for making deposits, their responsibility for violation of obligations to make deposits; on the total amount of deposits made by investors.”

The foundation agreement is drawn up on sheets of A4 paper in the following form:

Name of the registration authority 00.00.0000 № 00000000 CONSTITUTIONAL AGREEMENT FULL NAME OF THE ORGANIZATION IN R.P. Place of publication TEXT 1. Introductory part. 2. Purpose of concluding the contract. 3. Name and legal form of the organization. 4. Subject of activity. 5. Location of the organization. 4. Registration of organizational and legal documents. 6. Responsibilities of participants (founders) to create a legal entity. 7. The procedure for the formation of property. 8. Conditions on the liability of specific participants (founders) for the obligations of the created legal entity. 9. The procedure for distribution of profits and repayment of losses. 10. Procedure for managing the affairs of a legal entity. 11. Rights and obligations of participants (founders). 12. Liability for breach of contract. 13. Conditions and procedure for the withdrawal of participants (founders) from the organization and the admission of new members. 14. Procedure for resolving disputes. 15. The procedure for changing and terminating the contract, reorganization and liquidation of a legal entity. Signatures of the parties

Composition of constituent documents of a limited liability company (list 2018)

The constituent document of a limited liability company is charter . This is directly stated in paragraph 1 of Art. 12 of the Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ (hereinafter referred to as the Law).

Moreover, the charter is the only constituent document of the LLC.

Since July 1, 2009, the legislation refers exclusively to the charter as the constituent documents of an LLC. Before the specified dateLLC constituent documents the charter and the constituent agreement were recognized.

However, despite this, if there are several founders of an LLC, they must enter into an agreement on the establishment of the company (clause 5 of Article 11 of the Law). It must indicate:

• procedure for conducting joint activities;
• size of the authorized capital;
• the size of the share of each participant; the procedure and terms of their payment.

List of LLC participants - This not a constituent document

List of members of the company, which is mandatory should be maintained by any LLC; they are not included in the constituent documents (Article 31.1 of the Law). This list is of an organizational nature; inclusion in it does not in itself give rise to legal consequences. This is confirmed by the norm of Part 3 of Article 31.1 on the priority of information obtained from the Unified State Register of Legal Entities over the list of participants.

In July 2017, it will be possible, by decision of the general meeting of participants, to transfer the maintenance of the list to the Federal Notary Chamber.

The director of the company must ensure that this list is maintained. In turn, participants must promptly provide new information if their data has changed. You can read about maintaining the register in the article Procedure for filling out the list of LLC participants in 2017-2018 (sample).

What information does it contain? LLC constituent documents

The constituent document of an LLC (as we have already found out, this is the charter) is the most important document of the company in terms of content. It contains information without which it cannot conduct its activities.

The scope and content of the charter with various provisions depends on the specific conditions, and first of all, on the type of activity that the LLC is engaged in. However, the charter cannot include provisions that contradict the law.

The charter specifies:

• information about the company name of the LLC
• about his location,
• on the size of its authorized capital.

In addition, the charter of the LLC should indicate the composition and competence of all its bodies, determine the legal status of its participants (their rights and obligations, the procedure for leaving the LLC, if possible). In addition to this, it is necessary to stipulate how the company’s documents should be stored and how participants and other persons should be made aware of them.

All other information that the company may include in the charter at its discretion must comply with current legislation and, above all, the Law.

Restoration of constituent documents of LLC 2018

It happens that due to various circumstances and reasons LLC constituent documents lost.

If the company's charter is lost, it is necessary to obtain a copy of it from tax office at its location. You can also contact the multifunctional service center. You can obtain a copy of the charter upon request (clause 2 of article 6, clause 6 of article 5 of the Law “On State Registration...", clauses 9, 17, 22 of the Regulations, approved by Order of the Ministry of Finance of Russia dated January 15, 2015 No. 5n ).

For one copy of the charter you will have to pay 200 rubles, and if the company asks to provide it urgently, then 400 rubles (clause 1 of the Decree of the Government of the Russian Federation of May 19, 2014 No. 462).

The law obliges the company to preserve not only its charter, but also the changes made to it, which have passed state registration (clause 1 of article 50). For loss of the charter, the company faces a fine under Part 2 of Art. 13.25 Code of Administrative Offenses of the Russian Federation. This provision establishes liability for a company that has not fulfilled its obligation to store documents provided for by law, the storage of which is mandatory. For organizations, the fine varies from 200,000 to 300,000 rubles.

Thus, the charter is the only constituent document of the LLC, which must contain the established data. If the charter is lost, you can restore it by making a request to the tax office.

CONSTITUTIONAL DOCUMENTS OF A LEGAL ENTITY

legal documents, which, along with legislation, are the legal basis for the activities of legal entities and their participation in civil circulation. U.d.u.l. - a necessary prerequisite for their occurrence.

As U.d.u.l. may be a charter, a constituent agreement, and in cases provided for by law, a general regulation on organizations of this type (only for non-profit organizations).

The composition of constituent documents for different types of legal entities is different. Clause 1 of Art. 52 of the Civil Code of the Russian Federation distinguishes in this regard three categories of such persons acting on the basis of: a) charter (chartered legal entities); b) the constituent agreement and charter (contractual-statutory legal entities); c) only the constituent agreement (contractual legal entities). Statutory legal entities: joint-stock companies, production and consumer cooperatives, state and municipal unitary enterprises, public and religious organizations (associations), foundations. Contractual and statutory legal entities include limited and additional liability companies, associations and unions. The founders (participants) of non-profit partnerships and autonomous non-profit organizations have the right to conclude a constituent agreement (the charter is mandatory for organizations of this type).

Business partnerships - general partnerships and limited partnerships - operate on the basis of only the constituent agreement.

If a legal entity, in accordance with the norms of the Civil Code of the Russian Federation, is created by one founder, then it acts on the basis of a charter approved by this founder. ,

The charter is approved by the founders (participants). By its legal nature, this is a special local normative act that determines the legal status of a legal entity and regulates the relations between it and its participants. The procedure for approving the charter is determined by law: the charter of the production cooperative is approved general meeting its members (clause 1 of article 108 of the Civil Code of the Russian Federation), the charter of 000 - by all founders (clause 1 of article 89 of the Civil Code of the Russian Federation), the decision to approve the charter of a joint-stock company is adopted unanimously by the founders (Article 9 of the Federal Law of the Russian Federation of December 26, 1995 No. 208-FZ “On Joint-Stock Companies”), the charter of a unitary enterprise based on the right of economic management, is approved by the authorized government agency or a local government body (clause 2 of Article 114 of the Civil Code of the Russian Federation), the charter of a federal government enterprise - by the Government of the Russian Federation (clause 2 of Article 115 of the Civil Code of the Russian Federation).

The conditions included in the U.D.L.L. are determined by law. They can be divided into three groups: a) mandatory for all legal entities (provided for by the general mandatory provisions of the Civil Code of the Russian Federation contained in paragraph 2 of Article 52); b) mandatory for organizations of a certain type (provided for by special imperative norms);

c) optional conditions that do not contradict the law, the inclusion of which in the U.D.L.L. depends on the will of the founders.

As generally obligatory conditions U.d.u.l. The legislation specifies “the name of the legal entity, its location, the procedure for managing the activities of the legal entity,” as well as the subject and goals of the activities for those legal entities. who by law have special (statutory) legal capacity (Article 49 of the Civil Code of the Russian Federation). These include non-profit organizations, unitary enterprises and, in cases provided for by law, other commercial organizations. Most commercial organizations with general legal capacity determine the subject and purposes of their activities in the U.L.L. not obliged.

The conditions, the inclusion of which in the constituent documents are required by special norms of the Civil Code of the Russian Federation and the norms of special laws, are very diverse. So. Federal Law of the Russian Federation dated December 26, 1995 No. 208-FZ “On Joint-Stock Companies” obliges to stipulate in the charter of a joint-stock company issues related to shares and the rights of shareholders.

Obligation to include in the U.D.L.L. certain information may depend on the specific situation. For example, representative offices and branches must be indicated in the constituent documents of the legal entity that created them (Part 3, Clause 3, Article 55 of the Civil Code of the Russian Federation), but not every person creates them.

For individual legal LCTS, standard regulations have approved standard charters, for example, a standard charter for a state-owned plant (approved by Decree of the Government of the Russian Federation of August 12, 1994 No. 908). What should be distinguished from standard charters are the general provisions on organizations of this type, on the basis of which non-profit organizations can act in cases provided for by law. In the presence of such a general provision, the development of individual U.D.L.L. not required.

Constituent documents are binding on the legal entity itself and on third parties entering into relations with this entity. Thus, if his counterparty, when making a transaction, knew or should have known that the powers of a person or body of this legal entity are limited by its constituent documents, but this person or body went beyond these restrictions, the transaction may be declared invalid by the court (Art. 174GKRF). Changes in U.d.l.l. are entered in compliance with the procedure provided for by law and the U.D.L. themselves, and are subject to state registration. In some cases, the law establishes a notification procedure: for example, messages about changes in the charter of a joint-stock company related to changes in information about its branches and representative offices are submitted to the state registration authority in a notification procedure. For third parties, changes become effective from the moment of state registration or notification of them. Clause 3 of Art. 52 of the Civil Code of the Russian Federation, however, provides that legal entities and their founders do not have the right to refer to the lack of registration of such changes in relations with third parties who acted in accordance with these changes. This rule is aimed at protecting the interests of third parties (see also

Constituent documents record all the main functions and tasks of a business company. The package of constituent documentation for different types of legal entities may vary within a certain range. Therefore, it is very important to navigate this kind of documentation.

The list of constituent documentation for various legal entities is legally enshrined in the Civil Code of Russia. There are also three main categories of persons assigned here who, on the basis of the following documents, have the right to act:

Participants (founders) of autonomous and non-profit organizations and partnerships have the right to conclude any type of constituent agreement, i.e. formulate a charter for your organization based on the type of obligations it has.

If a specific legal entity is created by only one founder, then it will act on the statutory basis that was approved by this founder.

According to the new legislative norms, for an LLC the main document of the constituent documentation must be the charter. The contract plays a secondary role. After the registration of the LLC is completed, it is considered actually executed.

Thus, the list of registration documents for one founder includes the following list of documents:

• charter;
• contract

For two or more founders, the same list of documentation will be needed. The difference is that in this state of affairs the memorandum of association plays a big role because here it acts as a document that sets out the basic provisions for business interaction between several founders.

In addition, this type of documentation includes documents that are used to form a legal entity. This list is given in the relevant section of the legislation. This includes the Founder’s Decision and the Protocol on holding the meeting of founders. In addition, this list may include:

It must be remembered that all documentation, its restoration and amendments become valid only after state registration.

This procedure (including the actions necessary to restore the document) is carried out by the Federal Tax Service.

What does the charter contain?

One of the most important documents in the constituent documentation, which determines the legal status of any institution, is the charter. Its purpose is to notify counterparties and other persons involved in cooperation with a specific business company in the area of ​​its practical activities, responsibilities and rights.

For example, the charter of an LLC contains the following list of information:

1. the rights of the organization's participants and their direct responsibilities;
2. all information regarding leaving this community;
3. data on the size of the existing authorized capital. The nominal value for each individual share of the participant is also included here;
4. a list of rules for transferring shares from specific participants to certain persons;
5. rules for storing documentation;
6. abbreviated and full name of the company (company name);
7. data on the location of the organization, its composition, as well as powers;
8. other information.

This document must contain detailed information on interaction with various legal entities: reduction or increase of authorized capital, formation of a branch(s), etc. It is also necessary to enter information related to the first and second groups of data (established by law).

The first group contains the following data:

• size and changes in the reserve fund;
• information about all open representative offices;
• procedure for the activities of the board of directors.

The second group includes the following information:

• time and timing of meetings of participants;
• the procedure for holding meetings;
• the period for which the election of the sole executive body for the company is carried out.

In addition, the charter may contain additional information. For example, additional rules and responsibilities for all members of a particular company, information about property that does not fall under the authorized capital, etc.

The organization's charter is approved at a general meeting with a unanimous decision of all its participants. If there is one founder, this decision can be accepted by him alone.

What does the contract include?

The memorandum of association contains information defining the joint activities of the founders in the formation of a legal entity. In addition, the agreement provides a list of conditions necessary for the transfer of property and participation in further activities. It defines the instructions and conditions for the distribution of losses and profits between participants, and the conditions for exit from the association of its participants.

The memorandum of association for an LLC type organization must have the following clauses:

• full name;
• all types of activities;
• legal status;
• participants;
• legal address;
• the size of the full authorized capital with the determination of the share for each participant;
• options for transferring shares;
• a list of all rights and obligations;
• description of instructions for dividing losses and income;
• a list of main issues that require a unanimous decision (sometimes the resolution of the majority is sufficient);
• procedure for changing the statutory documentation and liquidating the company.

You need to know that usually in practice, this type of contract is not required. This applies to a limited liability company that was created by a single founder. In this case, a permit confirming the fact of creation of this organization (notarized) is used instead.

But, if the company has limited liability and was created by a group of participants, then this agreement must be concluded and is part of the constituent documentation (although in fact it does not have such a status). It is usually treated as the most ordinary civil transaction.

This document is drawn up between all founders of an organization that has a limited liability category. But it is not considered mandatory for the procedure for registering the activities of a legal entity. In such a situation, the question of its conclusion remains at the discretion of the founders.

Considering the above, it is logical to conclude that creating an independent organization is a very troublesome matter. Knowledge of the main constituent documents will help prepare the necessary foundation for a future organization, and make its activities legal and legitimate.

Video " Application for LLC registration in electronic form"

After watching this video, you will be able to independently draw up an application for the tax office to register an LLC. The video shows an example of filling out an application in in electronic format to open an LLC. In the recording, a female lawyer talks about all the pitfalls of filling out such an application.

The activities of any legal entity require a certain package of documents that serve as documentary evidence of the existence of the organization. These documents are kept by the manager, and copies of them can be used when concluding contracts, participating in tenders, and making various transactions in relation to the organization itself.

List of constituent documents of a legal entity

Art. 52 of the Civil Code of the Russian Federation provides for a legal entity to have a single constituent document - a charter, which legal entities of any organizational and legal form must have, with the exception of a business partnership. For a business partnership, the legislation provides for a constituent agreement, the procedure for its execution and content is similar to the requirements for the charter.

The legislation does not provide for other constituent documents in 2016. But business practice includes the following:

1. minutes of the general meeting of founders on the creation of a legal entity;
2. minutes of the general meeting of founders on the appointment of a manager;
3. order for the appointment of a director.

Let us note once again that from the point of view of legislation, these are not constituent documents, but in communication with counterparties they can be designated as constituent documents.

Charter of a legal entity

The charter of a legal entity is the only document that regulates the activities of an organization from the purposes of creation to the procedure for liquidation. Despite the fact that it does not contain a direct indication of the decision, this document consolidates the will of the founders to create a legal entity and is a generalization of their proposals for organizing its management. The legislation does not limit the range of issues that can be included in the charter of a legal entity, but clearly defines the list of information that must be there. The charter of any legal entity must regulate the following issues:

• The name of the legal entity is indicated in both full and abbreviated form, and, if available, in foreign languages;
• Location information – the legal address of the company, that is, the location of its executive body; in 2016, it is allowed to indicate only the locality where the company is registered, for example, “ Russian Federation, Tver city";
• Information on the size of the authorized capital - allows you to determine the limit of liability of the founders;
• Rights and obligations of participants - this section allows you to clearly define what a legal entity can require from its participants and what rights they have when carrying out the activities of this legal entity;
• The procedure for the withdrawal of a participant from the company – ensures the protection of the interests of the company’s participants during the alienation of shares;
• Definition of management bodies - allows you to identify the management structure of a legal entity, the powers of management bodies;
• The procedure for storing documentation of a legal entity establishes the responsibilities for ensuring the safety of documentation, as well as the rights of the founders to gain access to it.

The remaining items are introduced by the founders at their discretion. It is advisable, even at the stage of preparing the charter of a legal entity, for the founders to agree on all issues regarding its content, since further changes will entail the need for additional costs, both financial resources and time.

Advice: Currently, the legislation provides for the possibility of using a standard LLC charter, the form of which is approved by the authorized government body. This form does not contain information about a specific legal entity, therefore, any changes do not require their inclusion in the constituent documents. Also, when registering an LLC, it is not necessary to provide a standard charter to the tax authorities; it is sufficient only to indicate in the decision on creation that a standard charter will be used.

At the time of creation, the charter is printed in two copies, bound and sealed with the signatures of the founders. After which both copies are submitted with all other documents for registration of a legal entity. After registration, one copy is returned, certified by a tax official. From this moment on, the legal entity is considered registered and has the right to carry out its activities. The charter is kept by the head of the organization; if necessary, he can make copies of it.

Amendments to constituent documents

As a business develops, situations arise when it is necessary to make changes to the constituent documents, that is, to the charter of a legal entity. The legislation provides for the following cases when the charter must be amended:

• Changing the size of the authorized capital;
• Changing the name of a legal entity;
• Changing types of activities - only if they are specifically named in the charter;
• The emergence or liquidation of a branch - if they were or should be indicated in the charter.

To make changes, a decision must be made by the general meeting of founders to make certain changes, for example, to change the name, and to make corresponding changes to the charter. In addition, the founders can make other changes to the charter that they think are necessary. For example, they can decide to open a branch of their company there, and the existing charter does not contain provisions on branches and separate divisions. In this case, the founders hold a meeting and make a decision to amend the charter by including a section on branches of the legal entity.

Changes can be submitted to the tax authority either in the form of a sheet of changes or in the form of a new edition of the charter. The second option is more preferable since it eliminates the need to attach many additional papers to the charter confirming the changes.

Together with the new charter and the decision of the founders of the legal entity, a special application form No. P13001 is submitted to the tax authority to register the changes, which is certified by a notary. Making changes to the constituent documents requires payment of a state fee; in 2016, its amount is 800 rubles.

Restoration of constituent documents

In practice, sometimes there are situations when the constituent documents of a company are lost, in which case the activities of a legal entity may be at risk, since there is no documentary evidence that such a legal entity exists. In this case, the procedure depends on the circumstances of the loss. For example, if there is every reason to believe that documents have been stolen, then you should first contact the police. In all other cases, it is necessary to submit an application to the registration department of the tax service with a request to issue a duplicate of the charter. Within five working days from the date of application, the tax authorities will make a copy of the charter, which is kept in the file of the legal entity, and will issue it to the applicant. There is no need to explain the circumstances of the loss of constituent documents. There is also no liability for loss; you only need to pay a state fee for issuing a copy of the charter in the amount of 400 rubles.

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The constituent documents of a legal entity are the fundamental documents of its existence, therefore business owners should treat such documents with due attention. The charter of a legal entity will also be required in the event of a decision to terminate activities or exit the business. For example, a person planning to first look at the charter of a legal entity, and only then ask to provide it. The organization's charter must be worked out in the smallest detail. Nowadays you can easily find many draft statutes, but for successful business it is necessary to develop a charter for the specific characteristics of the company, taking into account possible development prospects. For example, starting from , one should predict possible options further development, for example, opening a branch network, and take them into account in the company’s charter. As practice shows, the more carefully the charter is drawn up, the fewer problems of a corporate nature arise in the future, and business owners do not have to be distracted by resolving controversial situations in the company.

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