Constituent documents LLC is business card enterprise, his passport. This “business package” is provided to almost all government bodies, departments, and financial and credit institutions. You will not be able to obtain any permits (licenses, licenses, certificates), open a bank account, or receive financing if you do not provide the constituent documents upon request.

As a rule, the head of the enterprise is appointed responsible for the safety and proper maintenance of constituent documents.

2. The order for the appointment of the general director determines the person who will be fully responsible for the legality of the creation of the company and its functioning. In fact, CEO- this is the Applicant on behalf of the company in all institutions and departments, as well as a person authorized to conclude any agreements with counterparties. The order is drawn up on the basis of the Decision (Protocol) on the creation of an LLC and has the same date. As a rule, the order to appoint a general director follows the first serial number.

3. The Charter of the Company is the main legal document on the basis of which the Company operates. It is drawn up on the basis of Federal Law No. 14-FZ of February 8, 1998, and therefore cannot contradict it in any way. Chapters and articles of any Charter duplicate the content of this Law.

The Charter states:

• name of the enterprise (in Russian and, if desired, in any foreign language and the language of the peoples of the Russian Federation);
• legal address;
• composition of the Founders of the company with full passport details of each and the size of shares;
• types of activities of the future enterprise;
• information about funds;
• information about the audit commission;
• audit provisions;
• liquidation and bankruptcy procedure.

The pages of the Charter must be numbered, bound and signed and sealed.

4. The founding agreement of an LLC is concluded between the Participants of the Company if their number is more than one. When the Participant is alone, problems, as a rule, do not arise. A person independently decides that he is going to create a business; most likely, he himself becomes a director, he himself conducts all business contacts, and he himself is responsible for his actions, if anything happens. When there are two or more Participants, there is a need to negotiate. And similar points are precisely spelled out in the Founding Agreement. In addition, the Foundation Agreement spells out in detail the shares in which each of the Founders belongs to the Company and what contribution he makes (in the form of money or a contribution in the form of property), as well as what share of responsibility is assigned to each of the Participants and how it will be expressed in the future, in the event of liquidation of the company. The Memorandum of Association also specifies all passport details of each Founder (with registration).

A sample of the Founding Agreement of an LLC is available.

5. In addition to the Order on the appointment of the general director, the company may be required to request an Order on the appointment or assignment of duties of the chief accountant. If the director of the enterprise is responsible for all decisions made, then the chief accountant is responsible together with him on financial issues. The accountant is also responsible for the correct calculation of taxes, maintaining accounting, conducting settlements with contractors and employees of the enterprise.

This order can be drawn up after the registration of the enterprise.

6. The lease agreement, oddly enough, was included in the LLC’s constituent documents in 2014. The absence of an agreement may serve as a reason (in particular, banks are very fond of this when opening a current account) to refuse service to you if you do not provide them with a valid lease agreement for the premises or a Certificate of ownership of your own building. In essence, a lease agreement is your “registration” document. If anything happens, they will come to the address indicated in this agreement to look for you, check you, etc. Therefore, you probably understand how important this document is for registration and similar authorities.

7. Certificates of TIN, OGRN, statistics codes, extract from the Unified State Register of Legal Entities - these documents are created on the basis of the papers you submitted to the registration authority and are issued after, certifying your existence as a full-fledged enterprise.

This is it - a considerable list of documents that any enterprise must acquire and treat it with the utmost care (as if it were its own passport).

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).

Composition of constituent documents for different types legal entities are 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 legal entity and regulating the relationship 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 an authorized state body or 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, 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

Legal entity - a package of such documents that provides a legal basis for the activities of this business entity. Depending on the chosen legal entity organizational form, the list of papers may change.

In accordance with the requirements of Art. 52 of the Civil Code of the Russian Federation and, depending on the chosen form, the constituent documents of a legal entity may include:

Shareholders' rights;

The structure and competence of the management body of the company, as well as the procedure for their consideration and decision-making;

The procedure for holding meetings of shareholders with a list of issues on which decisions are made by the management body by voting;

Amount of dividends and (compensation paid upon liquidation) on preferred shares.

One copy of the charter is kept by the registration authority.

The constituent documents of a legal entity are regulated by the Civil Code of the Russian Federation, as well as the current relevant legislation, which, unfortunately, is still far from perfect.

The agreement on the establishment of an organization by the founders determines the conditions for the transfer of their property to the authorized capital, as well as the procedure for distributing the profits received, and assigns liability for untimely contributions of resources to the authorized capital.

The constituent documents of a legal entity determine the procedure for the withdrawal of participants or founders from its membership. The charter may also stipulate the participation or non-participation of heirs due to the death of a participant.

Any changes to the charter are subject to mandatory registration with the relevant government agency. Only in this case do they have legal force for other persons.

To make a profit. Such commercial organizations include, inter alia, a limited liability company. On what basis does the company operate, and what exactly is included in the constituent documents of an LLC?

Find out about what is included in the constituent documents of a legal entity, can be found in Article 52 of the Civil Code of the Russian Federation. According to it, all legal entities act on the basis of charters (the document is drawn up for several participants or is written) approved by their participants.

There are only two exceptions:

• A business partnership is guided in its activities by the constituent agreement;
• A state corporation is created and operates according to the norms of a special federal law.

A limited liability company is a commercial organization that must comply with the requirements of No. 14-FZ “On LLC”, so it is worth making sure that the norms of this law and the Civil Code of the Russian Federation coincide.

LLC Charter

Article 12 of Law No. 14-FZ determines that the constituent documents of an LLC are only . It’s easier to compose than, but you can also get from it.

The charter must contain mandatory information about the created company:

• Full and abbreviated company name;
• Location (for example, just Moscow), but you can also indicate the full address;
• Size ;
• Rights and obligations of participants;
• The procedure, as well as the consequences of a participant’s withdrawal from the LLC and the procedure for transferring a share;
• On storing documents and providing information about activities.

Additionally, the charter can contain information about the period for which the organization is created, the procedure for changing authorized capital and the size of shares, the number of votes of participants for making important decisions, about management bodies, etc.

The LLC charter can be customized or standard. In addition, amendments to the Civil Code of the Russian Federation and Law No. 14-FZ make it possible to register a company on the basis of a standard charter. Their samples are developed and approved by the Federal Tax Service, and new forms for state registration will make it possible to note that the LLC operates on the basis of one of the variants of the standard charter. As for the list of participants, previously they were also indicated in the charter, but now this can only be done in the establishment agreement.

Establishment agreement

Until mid-2009, the concept of " company's constituent documents"was also included. Now this document is not submitted to the tax office for registration, but nevertheless it is necessary to conclude it if there are several founders.

Although the agreement on establishment is not included in the constituent documents of the LLC, the obligation to conclude it is established by law: Article 89 Civil Code and in Article 11 of Law No. 14-FZ. A memorandum of association is an agreement between several persons (individuals or legal entities) who confirm the fact of creating a company for commercial purposes, communicate their full name or name of the organization, distribution of shares in the authorized capital. In transactions with a participant’s share, such as sale, inheritance, gift, this document proves the ownership of a specific person.

Information for external users

In progress economic activity the company comes into contact with banks (etc.), partners, government agencies, creditors, investors, notaries, etc., who are usually called external users of information.

For them, the concept of LLC constituent documents is not limited only to the charter. The company must report full information about the legality of your work (often this happens during verification of the integrity of the counterparty).

Unlike individual entrepreneur who acts on his own behalf, the activities of a legal entity are carried out through a sole executive body, i.e. director. When concluding transactions and other management functions, the manager must confirm that his actions do not go beyond the powers that he received from the founders of the LLC. For example, the size of transactions must correspond to a limit beyond which the consent of the participants is required.

What list will be sufficient for external users? We have compiled the constituent documents into a table documents for LLC (2018 list).

Usually, external users only need copies of these documents, certified by the director’s signature and the company’s seal. However, in some cases, for example, when making notarial transactions with shares or opening a current account, originals are required.

So, the constituent documents are included in. We found out what the list of constituent documents of an LLC includes, and analyzed the purpose and features of each of them. Don’t make mistakes when filling out the forms, and you will receive what you want through the legally established procedure in 3 days.

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A limited liability company is created by one or more founders. The activities of a legal entity are subject to the Civil Code, special laws and internal rules. These rules are established by the constituent documents of the LLC. Based on Art. 52 of the Civil Code of the Russian Federation, we can say that the constituent documents determine legal status organization and legal basis of its activities.

Although the concept of “constituent documents of a legal entity” implies plural, but according to the law, only the LLC charter is included here. After amendments were introduced in mid-2009, the agreement on establishment does not belong to the constituent documents of the company, but it is still necessary to conclude it when registering an LLC by several persons. Why? Let's figure it out.

LLC Charter

According to Article 12 of the Law “On LLC”, the charter is the only constituent document of the company. It contains the identification characteristics of the organization:

• the name of the LLC (full and abbreviated) in Russian; in addition, you can also indicate the name in the language of the peoples of the Russian Federation or in a foreign language;
• location (location where the organization is registered);
• the size of the initial authorized capital.

In addition, the charter must include the procedure for the company’s activities, the rights and obligations of participants, the procedure for transferring a share in the management company to another person and other mandatory information.

Since 2014, Article 52 of the Civil Code of the Russian Federation allows the creation of an organization on the basis of a standard charter. True, the federal tax service has not yet completed the development of standard samples. The standard charter does not need to be printed and submitted for registration to the inspectorate; it is enough to note in the form that the company operates on the basis of one of the approved options. But even after their approval, the founders have the right to develop not a standard, but individual option charter.

Documents on the establishment of a company must be kept indefinitely, and if damaged or lost, they must be restored. Official papers, such as state-issued certificates with the registration stamp of the Federal Tax Service, are issued in the form of duplicates upon the application of the head.