During registration legal entity The Federal Tax Service requires constituent documents. Some of them must be compiled by community members before contacting the tax service, as they are submitted along with the application.

To open an LLC without any problems, you need to know what documents are constituent documents, as well as the requirements of the legislation regulating the specifics of the registration procedure of a legal entity.

Charter documents of LLC - list

The obligation to prepare the constituent documents of an LLC is specified in Federal Law No. 14-FZ dated 02/08/1998. According to this law, the most important of them is the Community Charter. It should include the following provisions:

• general information: name of the company, address, rights and responsibilities of the LLC.
• Activities. This includes information regarding your occupation.
• Size authorized capital . It should not be less than 10,000 rubles. It is advisable to indicate that all founders are aware of the risks of loss of the parts they own.
• Rights and obligations of participants community, not the LLC itself. The possibility of making a profit for the founders is usually stated here.
• Features of the transfer of shares of founders to third parties. This usually happens after the general meeting.
• Appointment of the general meeting as the highest authority. Based on his decision, the enterprise is reorganized, the commercial plan is changed, and other actions related to the activities of the LLC are carried out.
• Purpose general director as the sole executive body. The column indicates what duties the manager must perform and what rights he has. The duration of his powers is also included.
• In what order will profits be divided? LLC: once a month, quarter, year. Participants have the right to decide this independently.
• How should constituent documents be kept?: who has access to them, list of materials, storage location, responsibility for safety.
• Features of liquidation or reorganization companies.

Important: In addition to the contents of the Charter, the founders must comply with and regulated by Federal Law No. 14-FZ.

IN full list constituent documents, which are drawn up both before registration of the company and during its activities, include:

• Minutes of the meeting;
• Foundation Agreement;
• Order on the appointment of a director;
• Registration number;
• Charter;
• Statistics code;
• Extract from the Unified State Register of Legal Entities;
• Order on the appointment of a chief accountant.

All documents are usually stored in a safe in the director’s office, but he may by order appoint another person responsible for storage. If anything from the list is lost, it can be restored, but the entire procedure will take a lot of time. To simplify everything, it is better to formalize it - then you will be able to avoid independent trips to government agencies.

How to make changes to the statutory documents?

As in the case of charter documents, to amend the LLC Charter, an application to the Federal Tax Service is required. How the whole procedure is performed:

1. The founders at the general meeting decide what adjustments need to be made.
2. A package of documents is generated for submission to the tax office. This includes an application for state registration of changes, a decision of community members, changes and a receipt for payment of the state duty (800 rubles).
3. Documents are submitted to the MFC or Federal Tax Service in person. Also, a representative of the institution can do this remotely by sending ordered letter with notification of delivery or through the electronic service on the tax website.
4. After 5 days, the representative or director receives the documents if the inspection has no comments.

It is important to consider that the Federal Tax Service must be notified of any adjustments to the Charter: changes in the list of company participants, change of director, increase or decrease in the authorized capital, etc. The fact is that this information is contained in the Unified State Register of Legal Entities, so you need to notify the tax office in mandatory, otherwise, the legal entity may be held liable under the Code of Administrative Offenses of the Russian Federation, which provides for fines from 5,000 to 100,000 rubles, depending on the severity of the violation.

Let's sum it up

Registration of the charter documents of an LLC at the initial stage is mandatory for all enterprises starting entrepreneurial activity. Without them, it is impossible for any organization to exist, since they regulate all important issues regarding the functioning of the company, the rights, duties and responsibilities of participants.

If necessary, the founders after the general meeting can make changes to the charter documents of the LLC, but to do this, you need to follow the action plan and know where to go to register the amendments.

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 Oh"; Federal Law “On Companies with limited liability") and others 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 stability of the formation, which is ensured by the constituent documents of the 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 business activities only insofar as this serves the purposes for which they were 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 of legal entities (associations and unions) operated on the basis of the constituent agreement and charter (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. Based on position, they usually work budgetary organizations, authorities and management. 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 implementation joint activities on the establishment of the company, the size of the authorized capital of the company, 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 activities 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 individual provisions of the constituent agreement and charter, the most important aspects of activity.

Thus, the memorandum of association is mandatory document, creating 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 regulation on economic activities is 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 last sheet document in place of its firmware. 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:

The basis on which companies operate are the constituent documents of the legal entity. The general norms of the law are described and specified in detail. The article examines in detail what these documents are, their content and the process of adoption and amendment.

general characteristics

Different legal entities have their own package of constituent documents. For example, LLCs, unions and associations operate on the basis of a charter and constituent agreement. For business partnerships, only a constituent agreement is required. The rest of the legal entities need a single agreement to carry out their activities: the charter.

The primary importance of documents shows how important they should be treated during registration. A legal entity is created after registration, which, in turn, implies the procedure for the registration body to adopt constituent documents.

Concept

Thus, the above-mentioned papers are the basis according to which the organization is registered and further functions.

The types of constituent documents of a legal entity are as follows:

1. Charter
2. Memorandum of association.
3. General provisions on such organizations.

Functions

Such documents are assigned the following functions:

• representative;
• internal.

The first implies bringing information about the characteristics of a particular company to the public, about its name, structure, location and everything that matters. This information, for example, is very important for those who enter into transactions with the organization.

The internal function is to regulate relations between the founders of the legal entity. persons, profit issues and so on.

Types of constituent documents for different organizations

Limited partnerships and general partnerships operate with just one memorandum of association.

Both the charter and the memorandum of association are necessary for the activities of additional and limited liability companies, as well as associations of legal entities.

The charter is the only necessary document for JSC, LLC and company with additional liability (if they are created by one person), municipal and state enterprises unitary type, consumer and production cooperatives, foundations, public associations, as well as non-profit partnerships, organizations and institutions.

At the same time, a number of these organizations in some cases draw up other constituent documents of a legal entity. For example, an NPO can also enter into a constituent agreement. At the same time, in cases established by law, these organizations can act on the basis of regulations. But for commercial structures such an assumption is not provided.

All constituent documents of a legal entity are drawn up in writing. They do not require notarized approval. Documents must contain at least all information that is necessary for the functioning of this type of organization, namely:

• Name;
• finding;
• management form and other information required by law.

For each type of company, the Civil Code contains specific information that the constituent documents of the legal entity must reflect.

Thus, for organizations with special legal capacity it is necessary to include data on the subject and purpose of the activity. Commercial companies may provide this information, but are not required to do so.

Note that the subject is specific types of activities that an organization can carry out. The goal at the same time means achieving a result - commercial or non-commercial.

In addition to the information that documents must contain, they may contain various provisions that do not conflict with the law. These requirements are called optional.

Conditions for making changes

From the point of view of internal content, there may be the following changes that are made to the constituent documents of a legal entity:

• charter - a statement that changes legal status and regulating the relationship between participants and the organization itself;
• a constituent agreement is an obligation that regulates the relations between the founders in the course of the organization’s activities.

All transformations must undergo a registration procedure. In this case, the necessary papers, as well as the application, are submitted to the appropriate registration authority. This condition must be observed by all organizations when making changes to the constituent documents of a legal entity, no matter what they are provided for by law.

For this purpose, the following are submitted to the registration authority:

• statement;
• decision on changes;
• the changes themselves.

Registration of transformations will be carried out if the documents reflect the following information:

• Name of the organization;
• its shape;
• information about participants or founders;
• finding;
• for joint stock companies - information about register holders;
• changes in the amount of authorized capital;
• succession;
• change of the general director or his passport data;
• information about branches;
• any other changes.

Features of the procedure

Changes will be recorded within 5 working days. In this case, the registration authority informs about the entry no later than the deadline established by law for this procedure.

A change in the constituent documents of a legal entity for third parties comes into force from the moment they are notified about it.

Refusal to register may occur when not all Required documents, or if they are drawn up in inappropriate form. For example, originals must be submitted. If copies of the constituent documents of a legal entity are presented, they must be notarized.

Memorandum of association

The founding agreement is a transaction of a consensual, multilateral and compensated nature, which is made by the founders and regulates the relations of the participants, as well as the functioning of the organization.

The document is concluded between the founders, where the will of everyone is expressed. The paper is signed by each of the participants, in connection with which they receive certain rights and obligations.

Regardless of the form of organization, the memorandum of association must be drawn up in accordance with the following mandatory conditions:

• it must contain information about the composition of the founders;
• about the form of organization;
• how the activity will be carried out;
• on the transfer by founders of contributions to the organization’s property;
• about the share of each founder;
• about their participation in the functioning of the organization;
• on the procedure for managing and leaving the legal entity.

For different organizations, more conditions of a significant nature may be provided. For example, for a general partnership it is necessary to provide information on the composition and size of the share capital, as well as on the liability of the partners for violation of duties. In a limited partnership there must be a condition regarding the amount of the partner’s contributions. For an LLC, information is reflected on the competence and composition of the management body, as well as on the procedure for making decisions.

Charter

For almost all organizations, a charter is necessary. Without it, it is impossible to create a legal entity. Constituent documents may also include the need for a memorandum of association. Companies with other organizational and legal forms carry out their activities exclusively in accordance with the charter. Usually the document is approved at the constituent or general meeting. With its entry into force, the organization is considered open and can carry out its activities.

According to legal scholars, the charter is a regulatory legal act of a corporate nature, which contains relevant norms. It is also considered as a normative act of a local nature, which determines the position of a legal entity and regulates relations between participants.

In order to determine the essence of the charter, it is necessary to consider which entities are its founders and how it was approved. Thus, if a legal entity is established by a public law entity, and its charter is approved by the competent government body of the Russian Federation, its subject or compulsory medical insurance, then the charter can be considered a by-law.

Essential conditions

Thus, the charter is a transaction signed by the founders or one of them, reflecting its terms.

Essential conditions can be qualified in the following order:

• prescribed, which the legislator obliges to include;
• imperative-defined, that is, necessary for execution;
• dispositively determined, that is, those that can be changed by the founders;
• initiative, meaning such conditions, the inclusion of which depends entirely on the will of the founders.

Procedure for adoption of the charter

Both the entire list of constituent documents of a legal entity and the charter itself must be in accordance with the law. The normative nature of the document is fully revealed because it contains a lot of imperatively defined conditions. In addition, as a transaction, the charter is similar to an accession agreement, since new participants who join a particular legal entity join the existing charter.

Unlike the constituent agreement discussed above, it is not concluded, but approved. Not all founders must sign the document, but only authorized persons. The charter comes into force when the registration of constituent documents of legal entities is completed.

According to some jurists, in developed countries the significance of the document invariably decreases, since many aspects, even without it, are regulated by regulations, and not by the rules that are formulated in it.

General position

This legal act indicates the status, activities and responsibilities of a legal entity. The regulation on the organization is necessary for the functioning of NPOs at the municipal and state levels, which operate at the expense of budgetary funds. This procedure is regulated by Article 52 of the Civil Code. Branches of organizations, representative offices and departments also operate on this basis.

Such constituent documents of a legal entity are the following types of provisions on organizations:

• typical;
• approximate;
• individual.

Standard and exemplary ones are developed by organizations that are engaged in similar types of activities. On their basis, individual documents are drawn up. They come into force after they are approved by a higher organization. There are no mandatory requirements for this type of document. But it may include the following chapters:

• “General” (name, goals, subordination, seals, and so on).
• “Tasks and functions” (main goals of activity and types of work for their implementation).
• "Rights and obligations".
• "Control".
• "Relationship".
• “Control and audit” (bodies carrying out these actions, frequency and procedure).
• "Liquidation".

Conclusion

In conclusion, we can say that a legal entity is artificially created for some purposes that are achieved in the manner prescribed by law. The entire list (constituent documents of a legal entity) of securities must be registered in a certain order. Carrying out their external function, they convey to everyone information about the features of a particular organization, and thanks to the internal function, relationships develop between the founders that characterize their participation in the activity, as well as the distribution of profits and other issues.

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 an enterprise has the right to issue securities, then this 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 of business companies, 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:

on 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. 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.

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 constituent agreement, the founders undertake to create a legal entity, determine the procedure for joint activities for its creation, the conditions for transferring their property to it and participation 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 its legal capacity in relation to third parties (external relations).

The list of mandatory requirements included in the constituent documents of legal entities is supplemented by 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 Articles 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 (Articles 89, 95 of the Civil Code), state and municipal unitary enterprises (Article 113 of the Civil Code), production and consumer cooperatives (Article 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 presented to the constituent documents of a legal entity. This is, first of all, the correct content of the charter or memorandum of association. This article discusses 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 about the content of the charter or constituent agreement is not provided here.

Anticipating the frequently asked question about the advisability of taking these requirements into account in view of the fact that no one reads the statutes in tax inspectorates anyway, let us explain: the state tax inspector is personally responsible for the registration actions he performs, so he not only reads founding 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 in the upper right corner it is indicated by whom and when this charter was approved or the constituent agreement was concluded, for example, “Approved by 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, but the general requirements are as follows. The first section is necessarily “General Provisions”, which indicates the full name of the legal entity and its legal form, short name and English transliteration of the name.

In the section about the owners (founders, participants) of a legal entity, their names with organizational and legal form, OGRN and exact legal addresses legal entities - founders. 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 be transformed into an open joint-stock company or a production cooperative within a year, unless the number of its participants decreases to the limit established by the 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 the All-Russian Classifier of Types 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).

In the section on the management bodies of a legal entity, the executive body of the 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.

If the moment of emergence of the organization’s legal capacity coincides with the entry of the relevant information into the Unified State Register of Legal Entities, then the constituent documents of the legal entity are proof of its existence, along with a certificate of state registration.

Having studied them, the counterparty can obtain information about the types of activities and decision-making procedures in the partner organization.

The significance of this data lies in the ability to identify the presence or absence of authority of a representative of a legal entity to conclude certain transactions.

To others important point are the relationships between shareholders or members of an organization. Balancing the interests of all these individuals is of great importance.

These functions will be effectively performed by carefully crafted documents.

Types of constituent documents of organizations

Art. 52 of the Civil Code provides a list listing the main types of constituent documents. The list provides for their use based on the organizational and legal forms of legal entities. These norms were not without changes and are valid as amended on June 29, 2015.

Charter

The main constituent document of an organization is the charter. All legal entities, except business partnerships, must have it.

The legislation does not define the concept of a charter. However, based on the content of legal norms, its characteristics can be given.

Signs and definition of the charter

The Charter has the following features:

• Documentary form. The charter is stored on paper and must contain the signatures of persons authorized to accept it.
• Special procedure for acceptance. The charter is approved general meeting the founders unanimously.
• Its content must take into account all requirements imposed by law. The preparation of the document must be done carefully. If the content requirements are not met, state registration will not take place.
• The charter performs the functions of regulating the relations of participants (shareholders), as well as bodies and officials of a legal entity. If between them there are conflict situations, this document actually performs the function of substantive law and is subject to application by the courts when resolving disputes. It also determines the powers of officials regarding the conclusion of transactions.
• According to the law, the charter, as well as any change thereto, is subject to registration. Failure to comply with this condition entails the invalidity of the document. If the accepted change has not been registered, it will not apply to 3 persons. The exception is situations where a 3rd party acted taking into account the changes.

The concept of this document can be determined by its characteristics. The charter of a legal entity is a set of rules adopted unanimously by the founders, registered by the authorized government agency, regulating the basis of interaction between its bodies and officials, as well as laying the foundations for the procedure for concluding transactions with third parties, taking into account all the requirements imposed by law.

Types of statutes

These documents come in 2 types:

• preparation, which was carried out by the founders independently;
• typical.

Most of the documents belong to the first type.

Model charters can be used in cases where its form and content are approved by a government agency. Also, such documents can be approved by the founders if they create institutions for certain purposes.

Usage Information model charter involves entering relevant information into the Unified State Register of Legal Entities.

Requirements for the content of the charter

General requirements for the content of the charter are set out in Part 4 of Art. 52 Civil Code. If they are not fulfilled, the state registration of the organization will end in refusal.

The document must contain the following information:

• Data on the name of the organization and its legal form. Preparation of a document involves entering both a full and abbreviated name.
• Information about the location. If previously this was identical to the address, then, after recent changes, indicating the locality is sufficient. This was done in order to avoid the need for unnecessary adjustments to the charter. Now changing the address within one locality only requires submitting an application to enter the relevant information into the Unified State Register of Legal Entities.
• Data on the procedure for managing a legal entity. This refers to its organs and the functions they perform.
• If we're talking about about non-profit organizations, as well as municipal unitary enterprises and state unitary enterprises, then the charter reflects information about their goals and scope of activity. Such requirements do not apply to commercial organizations. However, legislation in certain areas provides for the mandatory entry of this data. These cases include banking and insurance activities.

Additional data may be required depending on the legal form of the legal entity. For example, the Federal Law “On Joint Stock Companies” requires information on the number, value, category and type of shares being placed.

Memorandum of association

Previously, this document was required much more often. State registration of a number of business entities presupposed its conclusion along with the approval of the charter. Now it is the only constituent document of business partnerships.

As in the case of the charter, the concept of a constituent agreement is not contained in the law. However, the definition can be selected based on the characteristics of this document.

Concept and features of the constituent agreement

The memorandum of association has the following features:

• It is a set of rules governing the relations of the founders both on issues of creation and in connection with the future activities of the organization.
• It has the form of an agreement. This presupposes the presence of details of all parties, as well as the subject.
• The document becomes valid for 3 persons after the registration of the business partnership is completed. The same rules apply to changes made to the text.
• The articles of association must contain all provisions required by law. They are listed in Part 4 of Art. 52 Civil Code. Additional requirements are set out in Part 2 of Art. 70 of the Civil Code, which provides for the indication of information about the capital of a general partnership and in Part 2 of Art. 83 of the Civil Code concerning information about the capital of a limited partnership.

Based on the characteristics, the following concept can be used. The constituent agreement should be understood as an agreement between the persons creating a business partnership, the subject of which is the distribution of responsibilities in connection with its registration and further activities, information about which is entered into the Unified State Register of Legal Entities.

Why is a memorandum of association required for business partnerships?

The significance of the constituent agreement is explained by the fact that participants in business partnerships (general partners) are liable for its obligations with all their property.

The legislator assumes that the constituent documents of a legal entity in the form of an agreement will encourage future participants to pay more attention to its content and make a more informed decision.

In practice, business partnerships are very rare due to full responsibility participants according to their obligations. For this reason, articles of association have virtually ceased to be used.

Upcoming innovations

The legislation, which will come into force on October 2, 2016, provides for the emergence of a new organizational and legal form - a state corporation.

The changes also concern the procedure for creating such legal entities.

The functions of the constituent document will be performed by the federal law adopted in relation to each such organization.

Other internal documents of organizations

Often the concept of constituent documents is associated with local acts of a legal entity.

The adoption of many of them may be provided for by the charter. Examples include regulations on the head or other bodies, regulations on a branch, and various regulations.

All situations cannot be regulated by the charter.

This is especially true for public joint stock companies that have an extremely complex structure and whose securities are in free circulation.

Such acts play an important role in the functioning of the organization, but are not constituent documents, since the law does not classify them in this category. They are only intended to specify and develop the rules established in the charter.