What are the constituent documents of an LLC? What are the constituent documents of an LLC?

When opening any organization, be sure to prepare constituent documents, which will serve as the basis for registration in the Unified State Register, which subsequently gives the right to one or more founders of the enterprise to carry out their activities.

What are constituent documents? What applies to the constituent documents of an LLC?

Constituent documents are a package of papers on the basis of which an enterprise or organization carries out its activities. Their list will depend on the organizational and legal activities.

In my own way legal status, the enterprise can be , JSC, . Using an LLC as an example, we will analyze what list of documents will become the basis for the organization to start operating.

Limited Liability Company is an organization founded by one or more legal or individuals. The authorized capital of an enterprise consists of different shares of the founders. At the same time, they do not bear any responsibility for it within the framework of their shares, in particular, for the risks associated with losses.

The constituent documents of an LLC include only Charter. If the organizer of the society is one person, this is quite enough to fix the main provisions. If there are several founders of the organization, an additional memorandum of association .

LLC Charter and its features, what it should contain

LLC Charter - e That main document, characterizing the type of activity of the organization and the main functions of the company. The company will not be able to start operating without issuing such a document.

The data in the Charter may vary depending on the type of activity, but there is information that must be included:

1. LLC name – full and abbreviated.
2. Legal and actual address.
3. , position and qualifications of employees, their functional responsibilities, rules for the general meeting.
4. Data on the authorized capital in monetary terms.
5. Data on the number of shares of each participant in the organization in percentage and total terms.
6. Rules for leaving an LLC with the consequences of this action.
7. Basic rights and functional responsibilities for company employees.
8. The procedure for transferring own shares to other persons.
9. Rules for the safety of LLC documents and the provision of confidential information on them to third parties.

The Charter may also contain other information by agreement of the parties that does not contradict the law.

At the general meeting, participants of the company decide by voting on the need to record certain data in the organization’s charter.

Establishment agreement: what it should contain

The agreement on establishment came to replace the constituent agreement, which related to the constituent documents and was drawn up in a mandatory manner. Today, an agreement is drawn up only if there are several founders of an LLC.

Establishment agreement– this is the main document drawn up in the LLC before registration and secured by the signatures of the founders, all without exception. It sets out the rules for conducting the activities of participants when establishing an LLC. According to the agreement, all participants undertake to unite their cash, which will be used to organize the society. Once the LLC is considered registered, all provisions of the agreement are no longer valid.

The establishment agreement contains the following information:

1. Overall size authorized capital.
2. The size of the shares of each founder, terms of contribution, penalties.
3. The procedure and frequency of payment of dividends according to shares.

If such data is not included in the contract, the legal entity may be denied state registration.

An agreement on establishment is not concluded if the founder is alone, since he has no one with whom to hold general meetings to make common decisions.

Application, registration, fee

Before submitting an application for registration, one or more founders prepare a charter and an agreement on establishment, if there is more than one founder. Next, a protocol of the decision to establish an LLC is prepared, and the state fee is paid. All documents must be submitted to the tax office.

State duty registration fee is paid through the bank. Its size may vary depending on the region. For example, in the city of Moscow the current fee is 4,000 rubles.

Application for registration filled out on standard forms of form P11001. On the official website of the tax service you can familiarize yourself with the requirements for filling it out. The information is entered exactly as stated in the charter. In addition, you must have with you the passport details and Taxpayer Identification Number of all members of the company and the general director.

The application is ready, the state duty has been paid, we go to the tax office to submit documents for registration, the package of which is determined by the current legislation:

• Protocol or decision on the creation of an LLC.
• Application for state registration, filled out strictly according to form P11001.
• Two copies of the LLC Charter.
• Establishment agreement if there is more than one participant.
• Receipt of payment of the state fee for registration.
• A certified copy of the certificate of ownership of the premises in which the LLC plans to carry out its activities.
• If you do not have your own premises, you must provide a letter of guarantee from the landlord.

All documents are subject to strict verification. If false data is identified, registration will be denied.

How to register an LLC yourself (video)

IN short video the lawyer talks in detail about the list of documents that need to be prepared for submission to the tax office upon registration legal entity one or more founders. Legislation and nuances.

How changes are made to constituent documents

In the process of working in an LLC, changes sometimes occur. The only constituent document for an LLC is charter. When issued, the document is stitched, sealed with the signature of the general director, and in his absence, the charter is certified by a notary. To make any amendments, you will have to prepare new charter in the editorial office or separate document with clarification of the changed data.

At the general meeting of participants, the issue of introducing certain amendments is decided. Decision documented in a protocol. The organization will have to go through state registration of changes. The person responsible for submitting documents for changes is a manager or other person acting on behalf of the general director. It is not necessary to issue a power of attorney.

In the current situation, in tax service You must prepare the following papers:

• Application for state registration of changes made to the charter of the LLC, according to form P13001.
• A decision or protocol from the general meeting of founders on introducing appropriate amendments.

Based on the information provided, the tax office issues a certificate of changes made.

The procedure for restoration in case of loss of constituent documents

The storage of constituent documents is taken very seriously. But cases of loss still occur. In such a situation, it is necessary to perform a number of actions aimed at their restoration.

The first step is to obtain information about the lost document. Then the head of the LLC prepares an application to restore the lost charter, which is submitted to the same Federal Tax Service where the company was originally registered. Here we receive copies of the constituent documents.

Then you will have to submit an application for the issuance of duplicates of the lost charter to the Federal Tax Service. Here the application from the head of the LLC is being considered, and based on the copies provided, a duplicate will be issued. When recovering lost papers, the state fee is paid again.

In case of loss, the application must indicate the name of the LLC, its legal address, the date of inclusion of the company in the Unified State Register, information about the general director, INN, OGRN.

The processing time for such applications may vary, but not more than 15 working days. This is due to the fact that the LLC will not be able to function at full capacity until it receives a duplicate of the lost document.

Preparation of constituent documents is a rather serious process. A new entrepreneur needs to familiarize himself with the current legislation and decide on the form of a legal entity. Whenever complex issues, it is better to contact a professional lawyer.

Today, every Russian entrepreneur can independently register his own company. Thanks to this, you can save on legal fees. As a rule, the time required to complete the necessary documentation is no more than a month, and the costs do not exceed 10,000 rubles. What are the constituent documents of an LLC and why are they needed? What are the features of their design?

Founding documents of LLC - what are they?

The definition of the concept is formulated in Article 52 of civil legislation. What is it? These are papers required in the process of state registration of enterprises, which are drawn up in accordance with certain requirements and in accordance with this legislation. During last decades their list has changed several times. The constituent documents of an LLC are the legal basis for the functioning of companies. As a rule, this term refers to the charter of the organization, and less often to the constituent agreements.

List of constituent documents of LLC

Article 12, paragraph 1 Federal Law No. 14 states that an organization can have one constituent document - a charter. This rule came into force in 2009, because previously this documentation included the constituent agreement. All activities of the company are carried out in accordance with the charter of the organization.

Articles of association

Without this document, the existence of a legal entity is impossible. Without it, an organization cannot undergo state registration. Constituent documents of a legal entity (LLC) must be available when opening it.

When forming the charter of an organization, it is necessary to follow certain rules. All these documents have a single structure. Basically, the founders draw up a new charter based on the already prepared one, which has passed state registration, to which they make some changes. It takes longer to create a new, unique charter. Moreover, newcomers to this business will have a very difficult time, since they must have experience in drawing up a charter.

Using standard form It is important to pay attention to the relevance of the template, that is, it must be compiled in accordance with the current legal requirements. Only a well-drafted charter can successfully will pass the stage LLC registration.

The 2nd paragraph of Article 12 of Federal Law No. 14 states that the constituent documents of an LLC, namely the charter, must contain the following information:

• name of the organization (in two versions - abbreviated and full),
• company address,
• the scope of powers of the management bodies of the enterprise,
• the size of the authorized capital,
• information about the conditions and consequences of the founder’s exit from the LLC,
• obligations, rights of founders,
• conditions for the transfer of parts of the authorized capital to third parties,
• information on the conditions for storing documentation and its provision to founders and third parties,
• other information that does not contradict the Federal Law “On LLC”.

Any interested person can familiarize himself with the current version of the charter.

Conditions that the charter may contain

The package of constituent documents of an LLC includes the charter of the organization. However, in cases where it is necessary to reflect information on the size and nominal value of the shares of the organization’s participants, it is necessary to draw up a constituent agreement. This information may be contained in the articles of association, but all subsequent changes regarding the shares of participants will need to be registered.

The LLC charter may contain the following additional information:

• period of existence of the organization;
• information about branches, representative offices;
• additional responsibilities and rights of founders;
• conditions for limiting the shares of participants;
• conditions limiting the possibility of changing the ratio of shares;
• a list of property items that cannot be contributed as payment for a share in the authorized capital;
• restrictions on increasing the authorized capital from funds of third parties and organizations;
• other conditions that affect the structure of the organization, establish the rights and obligations of the founders and do not contradict the law.

What information cannot be reflected in the charter

According to the LLC Law, there is information that cannot be included in the charter. These include:

• conditions limiting the right to participate in general meetings founders, voting, discussion of current issues;
• conditions for amending the charter;
• conditions for changing the authorized capital;
• information on the procedure for electing and terminating the powers of audit commissions;
• approval of the annual report or balance sheet;
• the procedure for distributing the profit of the enterprise among the founders;
• conditions for reorganization and liquidation of the organization;
• procedure for approving members of the liquidation commission and balance sheets.

So, the constituent documents of an LLC include the charters of organizations. This information is contained in civil legislation and Federal Law No. 14 “On companies with limited liability" However, since 2009, a mandatory condition for registering an organization is the presence of a charter. Competency in registration and drafting of the charter guarantees successful completion of state registration. Therefore, before submitting documents, you should once again carefully check them for errors and inconsistencies. All subsequent changes to the charter must also be registered.

Constituent documents are usually called documents that serve as the basis for the activities of any legal entity. Article 52 of the Civil Code of the Russian Federation directly explains that today the constituent document can be considered:
- Charter;
- Memorandum of association;
- both of these documents.

The difference between them is that the constituent agreement is concluded between several participants, and the Charter is only approved by them. The composition of the necessary constituent documents, as well as individual nuances of their execution, depend solely on the organizational and legal form chosen by the company.

What is considered to be the necessary constituent documents?

Which documents will be considered constituent in each specific case, is prescribed by the norms of the relevant laws. Thus, business partnerships can conduct permitted activities based solely on the constituent agreement, and private companies and all kinds of associations - on the basis of two documents at once. Today, an exception is made only for a narrow circle of non-profit organizations. Current legislation provides that sometimes they can work on the basis of the Regulations.

What information must be present in the constituent documents?

First of all, they indicate the name of the organization, its legal address and location, the procedure for the organization to carry out the activities for which it is created, the features of the election or appointment of the company’s management. The purpose of the activity and its subject are necessarily prescribed only for non-profit organizations, a number of unitary enterprises, as well as some commercial firms. Other organizations can also reflect this information in their constituent documents, but legislators do not oblige them to do so.

The memorandum of association usually reflects information about the procedure for creating a company, the features of its implementation different directions activities, conditions for the transfer of property by the founders, the process of admitting new participants to the company or the withdrawal of one of the founders from its composition, as well as issues relating to the procedure for distributing profits or covering possible losses.

The purpose of the constituent documents is to regulate all aspects related to the formation of the company, its current activities, and the peculiarities of regulating the organization’s generated financial flows, as well as, if necessary, curtailment or complete cessation of activities. Obviously, the more detailed these points are reflected in the constituent documents, the less will be the risk of disagreements arising between the company's participants on issues arising in the course of its activities. It is clear that it is impossible to foresee absolutely all the nuances, so a number of technical points regulated by drawing up various internal regulations and instructions. The main thing is that they do not conflict with the constituent documents of the company.

The constituent documents of an LLC are 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 one 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 Memorandum of Association 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).

The constituent documents of an enterprise are a set of documents in the form established by law, according to which the enterprise arises and acts as a subject of law. From the point of view of legal nature, constituent documents are local regulations, i.e. acts that acquire legal force due to their approval by one or more founders of the enterprise.

Constituent documents must contain obligations and information about the enterprise, without which they are considered to be such that they do not meet the requirements of the law. This is the data:

Name (plant, factory, workshop, etc.) and type of enterprise;

Indication of the owner (composition of founders, participants) and location of the enterprise;

The subject and entire activities of the enterprise;

Legal status of the enterprise. These are articles about the legal entity of an enterprise, about its property, about an independent balance sheet, current, currency and other bank accounts, about a brand name and sign for goods and services, about a seal with the name of the enterprise. If the enterprise has the right to issue securities, then such a right also relates to the legal status of the enterprise;

On the composition of the enterprise's property: list of funds (fixed, current, other property, authorized capital, reserve fund, insurance fund, other funds);

The procedure for the formation of property; the procedure for distributing profits and covering expenses; - procedure for issuing shares (relative to a joint stock company). If the enterprise is not the owner of the property, an article is included stating that the property is assigned to it with the right of full economic management, operational management or lease;

On the list of management bodies of the enterprise, the procedure for their formation, competence;

About control bodies - supervisory board, audit commission (auditor);

On the procedure for terminating the activities of an enterprise: grounds;

The body that makes the decision to terminate; the procedure for the creation and operation of the liquidation commission; terms of settlements with the budget and creditors; distribution of property that remains.

In the constituent documents business entities separate articles determine the procedure for making changes to the charter (by a higher body, by decision of 3/4 of the votes of shareholders who take part in the meeting, or unanimously).

This provision is related to the peculiarities of the enterprise’s activities:

O labor relations based on membership (collective enterprises, cooperatives), on the enterprise council (the procedure for its creation, composition, competence), on other bodies that exercise authority labor collective(works council, trade union committee).

To register a legal entity, the founders submit either the originals of the constituent documents or their notarized copies. 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.

The constituent agreement of a legal entity is concluded, and the charter is approved by its founders (participants). A legal entity created in accordance with this Code by one founder acts on the basis of a charter approved by this founder.

The constituent documents of a legal entity must define 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. Subject and specific goals activities of a commercial organization may be provided for by the constituent documents even in cases where this is not mandatory by law.

It is also possible to include in the constituent documents the subject and purpose of the activities of a legal entity in cases where this is not mandatory by law. In this case, the founders voluntarily change the general legal capacity of the legal entity to special legal capacity.

In the memorandum of association, the founders undertake to create a legal entity and determine the procedure joint activities upon its creation, the conditions for transferring one’s property to it and participating in its activities. The agreement also determines the conditions and procedure for distributing profits and losses between participants, managing the activities of a legal entity, and the withdrawal of founders (participants) from its composition.

The constituent documents establish the legal status of a legal entity, defining the rights and obligations of its founders (participants) to the legal entity itself ( internal relations), as well as expressing his legal capacity in relation to third parties (external relations).

Scroll mandatory requirements included in the constituent documents of legal entities, is supplemented by the provisions provided for by laws for legal entities of the corresponding type. So, according to paragraph 3 of Art. 98 of the Civil Code, the charter of a joint-stock company, among such provisions, must include conditions on the categories of shares issued by the company, their nominal value and quantity; on the size of the authorized capital of the company; on the rights of shareholders; on the composition and competence of the company’s management bodies and the procedure for their decision-making, including on issues on which decisions are made unanimously or by a qualified majority of votes, and other conditions provided for by the Law on Joint-Stock Companies.

In addition to the above two types of provisions reflected in the constituent documents of legal entities by force of law, founders (participants) have the right to include relevant provisions in the constituent documents of legal entities at their own discretion, provided they do not contradict the law.

As the constituent documents of a legal entity, paragraph 1 of the commented article provides for a charter, or a constituent agreement and charter, or only a constituent agreement. Non-profit organizations in cases specified in the law (for example, primary trade union organizations- see art. 3, 8 of the Law on Trade Unions) can act on the basis of general provisions on organizations of the corresponding type. It is also possible to create and operate a legal entity on the basis of an individual constituent document approved by an authorized body of state or municipal government. Finally, in accordance with Art. 7.1 of the Law on non-profit organizations upon creation state corporation established by virtue of federal law, the constituent documents provided for in the commented article are not required at all.

On the basis of the charter, joint-stock companies (Article 98 of the Civil Code), limited and additional liability companies created by one person (Article 89, 95 of the Civil Code), state and municipal unitary enterprises(Article 113 of the Civil Code), production and consumer cooperatives (Articles 108, 116 of the Civil Code), funds (Article 118 of the Civil Code), as well as public organizations(associations), non-profit partnerships and autonomous non-profit organizations, institutions (Article 14 of the Law on Non-Profit Organizations).

Associations of legal entities (associations and unions) operate on the basis of the constituent agreement and charter (Article 122 of the Civil Code). In the event of a discrepancy between the provisions of the constituent agreement and the provisions of the charter, the provisions of the company's charter shall prevail for third parties and participants of the company.

On the basis of the constituent agreement, general partnerships (Article 70 of the Civil Code) and limited partnerships (Article 83 of the Civil Code) operate.

When drawing up a constituent document and its state registration, it is important to comply with the basic requirements of the current Russian legislation for the constituent documents of a legal entity. This is, first of all, the correct content of the charter or memorandum of association. This article considers only those requirements for the content of constituent documents that are important for the tax authority and which are necessarily checked by it, therefore more detailed information the contents of the charter or constituent agreement are not given here.

Anticipating the frequently asked question about the advisability of taking these requirements into account in view of the fact that the statutes in tax inspectorates no one reads anyway, let us explain: the state tax inspector is personally responsible for the registration actions he performs, so he not only reads the constituent document, but also often studies it in detail and checks the information contained in it.

The title page of the constituent document must contain its name, for example, in capital letters the word “CHARTER” and the full name of the legal entity. Also on the right top corner it is indicated by whom and when this charter was approved or the constituent agreement was concluded, for example, “Approved by the decision of the owner No. 1 dated...”. At the bottom of the page the city and year of registration of this document are indicated.

Constituent documents must have their own internal structure, which may vary depending on the profile and organizational structure of this or that enterprise, however General requirements are like that. The first section must be " General provisions", which indicate the full name of the legal entity and its legal form, short name and English transliteration of the name.

In the section on the owners (founders, participants) of a legal entity, their names with their organizational and legal form, OGRN and exact legal addresses of the legal entities - founders must be indicated. It should be borne in mind that, by virtue of Art. 88 of the Civil Code of the Russian Federation, the number of participants in a limited liability company should not exceed the limit established in clause 3 of Art. 7 of the Federal Law of February 8, 1998 N 14-FZ “On Limited Liability Companies”, i.e. should not be more than fifty. If the number of participants in the company exceeds the limit established by this paragraph, the company must transform into an open company within a year. Joint-Stock Company or to a production cooperative, if the number of its participants does not decrease to the limit established by law.

The section “Main objectives and types of activities” describes the goals and objectives for which the legal entity was created and the types of activities that it will carry out. Types of activities are indicated in accordance with All-Russian classifier species economic activity(OKVED) Resolution of the State Standard of November 6, 2001 N 454-st "On the adoption and implementation of OKVED", which came into force on January 1, 2003 to replace the canceled All-Union Classifier of Industries National economy(OKONKH).

The section on governing bodies of a legal entity must indicate executive agency company and the name of the position of the person performing organizational, administrative and management functions and having the right to act on behalf of a legal entity without a power of attorney, the procedure for his election or appointment and the range of his powers. If the presence of such advisory bodies as a board of trustees or others is provided for, then all its powers and other details are also described.

In the “Structure” section of a legal entity, it is important to fully indicate all existing branches, representative offices or subsidiaries, indicating their exact addresses, names, as well as their management bodies and powers.

In the “Property” section of a legal entity, it is necessary to indicate the form of ownership, the procedure for ownership and use, as well as the procedure for the distribution of income.

The constituent agreement of a legal entity is concluded, and the charter is approved by its founders (participants). On the last page of the constituent document the signature of the first persons of the founders and the seal are placed.

The constituent document, prepared taking into account the stated requirements and signed by the founders, must be bound and all its pages numbered. On the back last page on the sticker placed over the fastening threads, the following entry should be made: “Stitched, laced and sealed with the seal of ... sheets.” Moreover, the number of sheets is indicated both in numbers and in words. The signatures of authorized persons and signatories of the constituent document and the seals of legal entities - founders are also placed here.