General provisions on the charter are contained in part one of the Civil Code of the Russian Federation. Article 52 of the Civil Code of the Russian Federation determines that a legal entity acts on the basis of a charter, or a constituent agreement and charter, or only a constituent agreement. A legal entity that is not a commercial organization may act on the basis of the general provisions on organizations of a certain type.

Charter - a set of provisions and rules defining the structure, activities, rights and obligations of a legal entity, approved and registered in the manner prescribed by law. The charter determines the legal status of a legal entity. The organization's charter is approved by its founders (participants). The charter is a complex and voluminous document. It includes the following details:

organization logo (if there is one);

name of company;

reference information about the organization;

name of the document - CHARTER;

registered;

approval stamp;

The structure of the text and its content are determined by the developers of the Charter. Required sections of the text include:

general provisions (the goals and objectives of the organization being created are determined);

organizational structure (composition structural divisions, their functions and relationships);

regulations of the organization (forms and methods of management, rights and responsibilities of officials);

financial and material base (determining the size of the main and working capital, sources, order of disposal of funds and valuables);

reporting and auditing activities;

procedure for liquidating an organization.

The charters of state organizations are approved by higher authorities (ministries, departments). The charters of municipal enterprises are approved by district or city administrations. The charters of private enterprises are approved by the respective owners or teams and registered with regional, regional, city and district administrations.

Thus, the charter of a legal entity is complex normative document, on the basis of which the formation and implementation of legal relations takes place both within the organization and outside (competitors, partners and other market participants). The charter contains the main provisions provided for by law and additional provisions determined by the participants of the company.

In the charter enterprises, note:

a) owner and name enterprises, its location;

b) the subject and purpose of the activity;

c) governing bodies, the procedure for their formation;

d) competence and authority labor collective and its electoral bodies, which have the right to represent the interests of the labor collective (trade union committee, etc.);

d) the procedure for the formation of property enterprises;

e) conditions for reorganization and termination of activities enterprises.

When naming enterprises indicate its name (plant, factory, etc.), type enterprises(individual, collective, state, etc.) etc. To the features of the activity enterprises(which may also be noted in the charter) include: provisions on labor relations, which arise on the basis of membership; powers, procedure for creating the council enterprises; trademark, etc. The main structural elements of the charter enterprises are the following sections:

1) about general provisions, subject (type), main goals and directions of activity;

2) about foreign economic activity;

3) about rights enterprises(firms), his property;

4) on production and economic activities, management of the enterprise and its workforce;

5) on the organization and payment of work;

6) on the distribution of profits and compensation for damage;

7) on accounting, reporting and control;

8) about termination of activity enterprises.

Knowledge about property is extremely important for future entrepreneurs enterprises, in particular about the source of its formation. Property enterprises constitutes its main and revolving funds, as well as other valuables, the value of which is displayed in the independent balance sheet enterprises. The main sources of property formation enterprises are:

1) monetary and material contributions from the founders;

2) income received from the sale of products, as well as from other types of economic activities;

3) income from securities;

4) loans from banks and other creditors;

5) capital investments and subsidies from the budget;

6) income from denationalization and privatization of property; 7) acquisition of property of another enterprises.

Charter - a set of rules governing the activities of organizations, institutions, societies and citizens, their relationships with other organizations and citizens, rights and responsibilities in a certain area of ​​government, economic or other activities. The charters of enterprises, institutions, organizations are approved by higher authorities (ministries, administrations of the constituent entities of the federation), the charter of a legal entity is approved by its founders (participants) and is subject to state registration in in the prescribed manner. The charter refers to the mandatory constituent documents when creating non-state commercial organizations. General requirements the order of its preparation, design and content are given in part one of the Civil Code of the Russian Federation.

The structure of the text of the charter varies depending on its type. The organization's charter includes: general provisions, goals and objectives, rights, activities, property, management, reorganization and liquidation.

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General provisions on the charter are contained in part one of the Civil Code of the Russian Federation. Article 52 of the Civil Code of the Russian Federation determines that a legal entity acts on the basis of a charter, or a constituent agreement and charter, or only a constituent agreement. A legal entity that is not a commercial organization may act on the basis of the general provisions on organizations of a certain type.

The organization's charter is approved by its founders (participants). A legal entity created by one founder acts on the basis of the charter approved by this founder.

Developing an enterprise charter, despite the apparent difficulties, is quite feasible for any competent person who has decided to devote himself to entrepreneurial activity. Working on the charter, an entrepreneur is forced to deeply delve into the essence of his future activity, creatively comprehend the opportunities that the business gives him, and determine ways to obtain the greatest possible profit.

The form of the charter is arbitrary, but it must clearly define:

*full and abbreviated corporate name of the enterprise;

*location of the enterprise;

*organizational and legal form of the enterprise (company with limited liability, closed Joint-Stock Company etc.);

*size authorized capital; number and value of shares;

*rights of participants;

*structure and competence of enterprise management bodies and the procedure for their decision-making;

*procedure for preparing and holding a general meeting;

*list of issues on which decisions are made by management bodies unanimously or by a qualified majority of votes;

*other provisions provided by law.

The full corporate name of the enterprise must contain its expanded name and legal form, as well as the abbreviated corporate name of the enterprise and an abbreviation such as LLC, CJSC, etc. For example: Beauty salon “Irresistible” - Limited Liability Company (LLC).

The abbreviated name of an enterprise is its name. What should the business name be? Here are some qualities that are helpful to consider when christening a business. It is desirable that the name be:

*short;

*understandable;

*euphonious;

*memorable;

*reflecting the direction of the enterprise’s activities;

*original;

*with appropriate humor;

*with possible subtext (“Irresistible” - not only about clients, but also for competitors).

The location of an enterprise is determined by the place of its state registration. The enterprise must have a postal address to establish contact with it and, if the address changes, notify the authorities that registered it.

Participants of the enterprise have the right to participate in general meeting with the right to vote on all matters within its competence, the right to receive dividends, as well as the right to receive part of the company’s property in the event of its liquidation.

You must also include the following information in your charter:

*general information about a small enterprise;

*the purpose and types of its activities;

*responsibility of the enterprise;

*branches and representative offices;

*company property;

*authorized capital;

*rights and obligations of participants;

*procedure for transferring shares in the authorized capital;

*procedure for a participant’s withdrawal from the company;

*enterprise management;

*information about the board of directors;

*information about the general director;

*information about the audit committee;

*audit procedure;

*procedure for reorganization of the company;

*procedure for liquidation of the company.

Having developed the charter, you can begin to establish the enterprise.

The charter of an LLC is the constituent documentation, which largely influences the legal regulation of the relationship between the company and the participants, as well as between the participants themselves. The document is required when registering (opening) a company with the tax authorities. It is required to prepare two copies: one for the Federal Tax Service, and the other for issuance after registration.

In this article we will analyze all the nuances associated with it.

Why is this document needed?

The charter is required to register the company with the tax office. If it does not contain the required information or is not included in the set of documents, the application for registration will not be accepted.

The document defines the obligations and rights of participants in relation to the company. The articles of association may contain additional responsibilities for certain persons. On the basis of the law, owners who fail to fulfill their duties may be expelled from the company.

The charter reflects the management of the company, the sequence of work and issues that the governing bodies (managers) can decide.

The charter regulates the sequence of income distribution, withdrawal of participants from the company and transfer of shares to other persons.

When and by whom is it compiled?

The development of the charter can be done by qualified lawyers, but such a service requires material costs. As a basis, you can use a document of an already registered company and remake it in accordance with individual characteristics.

Also he may be developed by the founders. If there is only one founder in the person of the CEO, then you can use a free template. In this case, the purpose of the charter will be only to register the company. If the manager is another person, then the founder must carefully fill out the section “Governing Bodies” so that the manager cannot take over the company by receiving a share of the authorized capital.

If there are several founders, then controversial situations may arise during the existence of the company. Often a company is created between close people, but gradually the situation may change, for example, due to unequal investments.

The next stage is the decision to establish a company. Several founders make decisions at a meeting with the preparation of minutes. A memorandum of association is drawn up, an application for registration is drawn up and the state fee is paid.

The following video clearly shows the process of drawing up the document:

What points must be included in it?

In general, the following information should be included:

• Company name. There may be several names: full Russian, abbreviated, complete and abbreviated in the languages ​​of Russian peoples.
• Legal address. If there is only one founder, then the residential address may be indicated. For several founders, it is necessary to attach a certificate of ownership or a lease agreement for the premises.
• Controls. The executive body and the general meeting of participating persons are indicated. For the manager, the responsibilities, rights and tasks to be solved, the process of dismissal and appointment to a position are determined. For a general meeting, the number of votes, the process of convening and holding, and the issues to be resolved are indicated.
• Responsibilities and rights of the persons involved.
• Authorized capital (at least 10 thousand rubles).
• Procedure for registration and liquidation of a company.
• Withdrawal of participants, transfer of shares to other persons.
• Storage of the main documentation of the company.

Does it need to be flashed?

No one signs the charter, since it is agreed upon by the decision to establish the company. All sheets of the document are numbered and filed. To the reverse side last sheet in the stitching area, a sheet “Stitched and numbered ... sheets” is attached, signed by the applicant.

The constituent agreement has been excluded from the set of constituent documents of the company. Since 2015, changes can be made to the charter during voting. The change will come into force if it is supported by the majority of participants (about 2/3 of total number).

The document does not need to include information about the initials of the participants or the size of their shares. This shortens the procedure for re-registration of a company when the composition of participants changes and the sale (purchase) of a share of ownership.

Now only the list of company participants will include the last names, first names and patronymics of the founders, as well as the size of their share.

After changes have been made to the constituent document, the charter can specify a specific amount that the founders can use to exercise the right to purchase a share. For maximum protection of creditors, a restriction has been established on the withdrawal of founders from the company (if ultimately no one remains there). If there is one participant in the company, then he cannot leave the LLC.

The sale or purchase of a share of the owner of the company, its transfer to a third party is certified by a notary. Otherwise, the decision loses its legal force. Amendments have also been made to pay for the company's authorized capital when it increases. The standards governing the execution of large transactions outside or within the company are defined in detail.

How to make changes?

Changes are made in the following order:

• a general meeting is created and a protocol is drawn up on adding changes to the constituent document. A decision is issued based on the protocol. If the company has one founder, then he issues only the decision;
• changes are made to the charter, the document is printed, numbered and stitched. The director's signature and company seal are placed on the reverse side;
• Now, on Form 13001, an application is filled out with a cover page and pages corresponding to the changes being made. The application is certified by a notary;
• The state duty is paid, and the documents are submitted to the tax authority. The charter will come into force after the Federal Tax Service has registered it.

To certify changes in the charter, you must submit to the tax office a certificate of OGRN, INN and KPP, a document on the appointment of a manager and his passport, an extract from the Unified State Register of Legal Entities, and a decision on changes to the charter.

If other changes occur in society, then additional documents must be submitted:

• about changing the company name (in full and abbreviated form in Russian);
• about the change legal address(index, copies of documentation for the premises - lease agreement, certificate of ownership or letter of guarantee);
• on a change in types of activity (list of types of activity according to the OKVED classifier);
• about a change of manager (TIN and copy of passport);
• on increasing the authorized capital (new amount of authorized capital, payment invoice);
• on a change in information about the founders (for an individual - a copy of the passport and TIN, for a legal entity - full name and position of the executive body, company details).

Nuances of the charter of a company with a branch

Representative offices and branches of the organization act on its behalf in accordance with the regulations drawn up. They have property provided by the company and are not legal entities. The company is responsible for obligations related to the operation of branches.

The head of the representative or branch of the company is appointed by the executive body of the Company, and its activities are conducted on the basis of the received power of attorney.

Decision on the formation and liquidation of branches, on amendments to the charter, on drawing up regulations on them hosts the General Meeting of Founders on the basis of Russian legislation and the laws of the countries where branches are established.

Audit services and reporting

To check the accuracy of balance sheets and prepared statements, and to check current affairs, the company can use the services of an auditor not related to the property issues of the LLC. Payment for audit services is carried out with the funds of the founder, at whose request the work is performed. By decision of the general meeting, expenses may be paid from the company's funds.

The Society is compiling financial statements And balance sheet in the sequence established Russian legislation. The executive body is responsible for the reports submitted.

The company is obliged to keep the following documentation:

• charter and agreement on the organization of the company, changes made;
• documentation confirming rights to existing property;
• minutes of founding and general meetings and decisions taken;
• documentation confirming the state registration of the company;
• regulations on representative offices and branches;
• internal documentation;
• documentation on the issue of securities and bonds of the company;
• conclusions of audit and financial inspections;
• list of affiliates.

All documents must be stored at the legal address of the executive body for the time established by the legal acts of the country.

Latest changes in legislation

• From 2016, all limited liability companies will have the opportunity to use the so-called standard charter, which will differ from region to region and be established by them independently. Accordingly, this will simplify the registration procedure, relieving the founders of the need to prepare this document and provide it in printed form. At the same time, flexibility is assumed, consisting in the possibility of transition from a standard charter to an individual one.
• Property contributed to the authorized capital must be assessed by an independent auditor.
• Since 2016, an LLC may not indicate its exact address in the charter - it is enough to indicate the locality.
• The charter may indicate that several persons, who can work both jointly and separately, have all the powers to work on behalf of the LLC.
• There is also an expansion of the rights of participants: in particular, they will be able to appeal decisions made by the company’s bodies or challenge completed transactions.
• The participants now have a number of responsibilities, among which the need to take part in making any corporate decisions stands out.
• Members of the so-called collegial management bodies now have the right to receive all information (including financial information) relating to the activities of the LLC. In addition, like participants, they will be able to challenge transactions within the framework of the law. Also, they have the opportunity to demand and compensate for losses caused to the company.

One of the most important aspects What founders of a limited liability company need to pay attention to is the question of how to write the charter of an LLC. Moreover, since 2009 only the charter is founding document in an LLC - no other documentation has this status. So, why do you need a charter and how to draw it up correctly?

General concepts: what is a charter?

The charter of an LLC is a document regulating all activities of the enterprise. It regulates the relations between the founders, establishes rights and obligations, and sets the rules according to which all issues related to the management of the enterprise are resolved. But the functions of the charter are not limited to this - it mandatory is necessary when creating an LLC, as it is included in the package of submitted documents.

The development of the charter is carried out even before the creation of the LLC itself, and it is approved before the meeting concludes (if there are several founders) or is passed. The charter serves as the basis for launching the registration procedure, as well as for making any changes (for changing the general director or for reshuffling the founders, as well as for increasing or decreasing the size of the authorized capital and for some other cases).

Development of the charter

A very big mistake is made by the founders of enterprises who do not pay sufficient attention to the issue of developing a charter.

But not all legal nuances can be figured out on your own. Sometimes you may need the support of a qualified lawyer to prepare the charter as quickly as possible and avoid mistakes. However, if time permits, then you can engage in detailed elaboration of the document without outside help. You can use and to then change it in accordance with the activities of the LLC being established.

As a sample, you can use either the existing charter of another enterprise or a standard template. This significantly reduces the total time spent working with the document, allowing you to avoid “repetition.” The most important thing is to make sure that the template complies with all legislative changes over the past Lately(that is, it is current).

When filling out the charter with text, it is necessary to take into account several important points. The first and main one: according to the legislative rules on this moment, there is no need to include information about the LLC participants in the charter. There is also no need for information about the size of each participant’s share in the authorized capital.

Thus, drawing up a charter is much easier than just a few years ago. If the composition of participants changes or if shares of capital are redistributed in a new way, there is no need to rewrite and re-approve the charter. It is necessary to change the charter only when the details of the LLC (name, address), field of activity, internal rules, rights and obligations of participants change.

The structure of the charter must meet the following requirements:

1. The charter specifies the name of the LLC in full and abbreviated forms (including, if necessary, in foreign languages).
2. You need to indicate the address of the LLC, that is, information about its location.
3. The charter must reflect the types of activities of the enterprise planned by the founders. Although it is best to indicate in advance that the work of the LLC will not be limited only to the types of activities listed in the charter.
4. The limits of competence of the LLC’s management bodies should be clearly described and delineated. It is very important that the charter contains a list of issues that can only be resolved at a general meeting of founders.
5. Information is required on the amount of the authorized capital of the LLC. Data on the shares of individual participants, as already mentioned, do not need to be indicated.
6. The rights and responsibilities of participants should be outlined as clearly as possible.
7. The procedure for the withdrawal of participants from the LLC should be strictly prescribed, including the transfer of a share of capital from the withdrawn participant to another (if provided for).
8. Rules for storing documents, general principles internal document flow and the procedure by which these documents are provided to third parties must also be reflected in the charter.

Registration of the charter

The easiest way to learn everything about the design rules is to look at an example of an already compiled document. When the charter is fully edited and ready for official approval, it must be stitched and sealed.

The pages of the charter are numbered: the title page remains without a serial number, and subsequent pages are numbered starting from the second (marked Arabic numeral"2"). On back side A paper seal is placed on the last sheet, ensuring that the composition of the pages does not change until it is removed.

The sealing sheet contains data on the number of numbered and stitched pages, as well as the applicant’s surname and initials. The authenticity must be sealed by the LLC, if this is not the first edition of the charter. When the initial edition is approved, the LLC may not yet have a seal, so its presence is not necessary.

It is recommended to prepare two copies of the charter, and not one - this is required in some government organizations. It would be a good idea to prepare and certify (that is, stitch and seal) several copies of the charter. In this case, photocopies are made of all sheets, including the title sheet, but the manager’s signature is not placed on the seal. There is also no stamp.

Enterprise with one founder

Some features of the charter depend on the number of founders. If you register, then the situation with indicating the address of the enterprise is much simpler. It can be registered to the home address of the general director.

If there is only one founder, who is also the general director, the term of office in the charter can be defined as unlimited. It should be remembered, however, that the role of sole founder can be not only an individual, but also a legal entity that is represented by several individuals. There is nothing illegal about this.

The only exception: the founder of a new LLC cannot be another LLC with a single founder. This clarification in the law excludes the possibility for one individual to create an endless number of LLCs in his name.

Enterprise with several founders

If there are two or more founders, then the charter must clearly delimit their powers when making decisions and official relationships with each other. First of all, this is related to financial issues and issues of membership in the founders. Thus, the charter regulates the issues of whether participants have the right to at will leave the founding composition; what role do the constituent assembly and the general director play when an initiative is taken to exclude someone from the membership.

In addition, the charter of an LLC with several founders must provide for measures to protect capital and the procedure for its alienation in the event of the owner leaving the LLC. If it is assumed that the participants will have the right to redeem capital from each other, then the procedure for this procedure must also be described in detail. Everything must be taken into account, including pricing criteria (that is, whether the nominal price is taken into account or the actual value of financial assets is taken into account).

A procedure for transferring capital to third parties through an act of donation or through inheritance may also be provided. In this case, it is also necessary to describe the procedure for the participant to receive payment upon alienation of his share of capital. This will prevent any conflict situations and litigation.

Change of charter

There are several situations when the charter of an LLC needs to be changed:

1. The name of the company or its address changes.
2. The size of the authorized capital of the LLC is changing.
3. Based on the results of the meeting of founders or the personal decision of the sole founder, changes are made to the activities of the LLC, which must be reflected in the charter.

When a decision is made that the charter should be edited, these changes must be registered with authorized government organizations. Only after official approval do they come into force and begin to operate.

Registration of the charter of a new LLC and registration of changes to the charter

To avoid registration problems in advance, use ready-made sample To do this, just download a free sample LLC charter of 2014 from one of the links above.

The registering authority is the Federal Tax Service Inspectorate according to the address indicated as the legal address of the LLC. If there is only one founder, this address can be the home address of the general director. Government services Upon registration of the charter, they are paid by paying a state fee in the manner prescribed by law.

To register a new LLC charter, you must submit the following documents to the Federal Tax Service:

• minutes of the general meeting of founders or the decision of the sole manager in writing on the creation of an LLC;
• a completed and notarized registration application form;
• the actual charter of the LLC, stitched and sealed;
• receipt for payment of state duty.

To register changes to an existing charter, all the same documents are submitted, including an updated version of the charter. Instead of a protocol or a decision to register a new charter, a protocol or a decision to amend the charter is submitted, respectively. As a rule, two copies of the constituent document are used, and one of them is returned to the applicant with the appropriate stamp from the Federal Tax Service on approval of the changes made.

By remembering all the listed rules (after all, they are not that complicated), you can avoid common mistakes. This will ensure that there are no problems during the development, approval and possible further amendment of the LLC charter.

The charter is the constitution of the organization, according to which it will function in the official space of the state. This document is required for everyone legal entities in Russia.

Although many LLCs exist perfectly well by submitting a template charter to the tax office (IFTS), no one can guarantee that a particular company will avoid difficulties that the founders were too lazy to provide for in their “constitution.”

Why do we need a charter?

Formally, the charter is necessary to register the LLC with the tax office and operate legally. If it is not in the package of documents or if it lacks mandatory information, the Federal Tax Service will not accept the application for registration.

The fundamental points that need to be indicated in the charter should be looked at in the Federal Law “On Limited Liability Companies” - this is the most reliable source.

The clauses of the charter that are valid and necessary for registering an LLC are listed below. Informally, the charter is personally important for the LLC founders themselves:

• It defines the rights and obligations of the participants, i.e. what each of them can and should do in relation to society. The law makes it possible to exclude in court those who shirk their duties or interfere with the activities of the owners of the company. In addition, the charter may stipulate additional rights for individual participants, which may reduce the opportunities of other owners of the company and which cannot be canceled without the written consent of the participant with preferences.
• It regulates the procedure for withdrawal from the membership of an LLC, transfer (donation, inheritance, sale) of shares to third parties, and distribution of profits. This directly affects the material interests of the founders of the company, for the sake of which, in fact, the company is created. Raiders and unscrupulous founders can take advantage of incorrectly drafted sections of the charter regulating the transfer of shares.
• It describes the management of the enterprise: governing bodies, issues of their competence and operating procedures. We are talking about the participants of the LLC (body - general meeting) and the main head of the company (general director). Separate organizational and legal documents, such as provisions or job descriptions is not published for these governing bodies; everything is prescribed in the charter of the LLC.

Who draws up the charter and when does it come into effect?

The charter of an LLC can be developed by the founders themselves. If there is only one founder and he is also the general director, then a free online template is quite sufficient, since in this situation the main task of the charter is to register an LLC.

If the director is another person, then the founder should pay Special attention to the “Management Bodies” section and make sure that the general manager does not have the opportunity to become the owner of the company (receive a share in the authorized capital). Then anyway the last word will be for the founder.

If there are several founders, then controversial situations are possible during the existence of the company. Of course, an LLC is usually created by people who know each other well and have been tested in life before going into business together. However, the situation may change over time. It is worth contacting a lawyer if the contributions of the participants are unequal, one of them wants to manage the company, someone is included nominally (for example, a wife), etc. Then the main initiator of the business will have at least some guarantees of receiving what he expects.

The charter of the LLC is drawn up after all participants have agreed on the fundamental points that are prescribed in it, but before the creation of all other documents.

Then it will be necessary to make a decision on the establishment of the company. For several founders, it is adopted at a general meeting, about which a protocol is drawn up. You will also need to sign a constituent agreement, create a list of participants, fill out an application for registration and have it certified by a notary, and pay a state fee.

The charter is considered valid from the moment of registration of the LLC as a legal entity in the tax office. The applicant for submitting the charter to the Federal Tax Service is selected at a general meeting of founders from among the company's participants. He must have the application certified by a notary. This participant or anyone else by proxy can also submit documents to the tax office. In the first case, you will be able to receive the registered charter of the LLC in 5 days, in the second, it will be sent to the address of the enterprise.

What must be included in it?

So, you need to include:

• Name of company. There can be several names: full in Russian, abbreviated in Russian, full in the languages ​​of the peoples of the Russian Federation or foreign ones, abbreviated in the same languages. Only the full name in Russian is required, even if in the future the designation in another language will be used more often (in this case, at least 2 names are indicated: non-Russian and the same in Russian transcription).
• Legal address of the company. For the sole founder, this may be the address of his residence; in other cases, the participants must have a document confirming the right to use the premises (lease agreement or certificate of ownership).
• Controls. The charter of the LLC must indicate the general meeting of participants and the executive body (general or executive director):
  • The general meeting specifies issues on which only it can make a decision, and the number of votes from those voting at which the vote is considered valid (1/2, 2/3, 3/4, all). The procedure for convening a meeting and holding it is also determined;
  • The tasks that he solves, his rights and obligations, procedures for appointment and dismissal are established according to the director.
• Authorized capital. Now you only need to indicate its size, without dividing it into shares of the participants. The minimum amount is still 10,000 rubles.
• Rights and obligations of participants. The LLC Law lists mandatory rights and obligations; you can simply rewrite them. However, if one of the founders is also general director, it is worth working on this section to comply with the actual situation, so as not to infringe on anyone’s rights and not to diminish anyone’s merits.
• Withdrawal from participants and transfer of shares to third parties. The charter of the LLC must certainly indicate actions in these cases. This could be the liquidation of the company, a ban on the transfer of shares, etc. depending on the needs of the founders.
• Storage of LLC founding documents, in particular, the charter, and the publication of information required for publication. Accordingly, in both cases it is necessary to indicate where this will happen.

The charter of an LLC may also contain other sections, for example, branches and representative offices. The names and shares of the participants should not be indicated in this document, so that if they change, the company will not have to be re-registered.

It is worth noting that the charter of the LLC is not signed by anyone and no seal is placed - it is approved by the decision on the establishment of the company, which is written in the appropriate stamp. All pages, including the title page, are numbered (on title page the number does not fit, but it is included in the general numbering) and filed. On the back side of the last sheet, in the place of stitching, a sheet of paper “Stitched and numbered __ sheets” is glued, which is signed by the applicant with a transcript of the signature.

How to amend the charter

The procedure is as follows:

1. Convene a general meeting, based on the results of which a protocol on amendments to the charter is drawn up, and issue a decision based on the protocol. For a single participant – just formalize the decision.
2. Make changes to the charter, print it, number it and staple it, as described above for the charter of the new organization. On the reverse side of the sheet, where the number of sheets is indicated, the director signs and the company seal is affixed.
3. Fill out an application in form 13001: the title page plus those pages that correspond to the changes being made - and have it certified by the notary to whom the director goes.
4. Pay the state fee and submit documents to the tax office.
   After receiving the charter registered with the Federal Tax Service, the changes will be considered to have entered into force.

Latest changes in legislation regarding charters

Reviewed in the video last changes in the content of the LLC charters and the procedure for bringing them into compliance:

Changes in 2019

One of the main innovations regarding the charter is the possibility of using standard form, which may vary from region to region. When using it, a flexible transition from this form to a free one, more convenient for organization, is possible. The main difference between a standard form and an individual one is that most changes will not be reflected in the charter, but will be entered only in a single register. An important advantage is the possibility of reducing the registration period to 3 days.

Since 2016, any LLC is a corporation. A number of other changes also come into force:

• Property contributed to the authorized capital must be analyzed by an independent appraiser for its real value.
• Now the content of the charter may provide for the possibility of not one, but several persons to represent the interests of the society.
• The legislation does not require specifying the exact address - it is enough to write the locality.
• All decisions of the meeting of participants must be approved by a notary (taking into account the list of those present).
• The rights and responsibilities of participants have expanded: on the one hand, they have the opportunity to appeal decisions of management bodies, demand compensation for losses and challenge transactions, and on the other hand, they must now participate in making decisions critical to the existence of the LLC and not take actions that could have a negative impact on achieving the company's goals.
• As for the collegial members of management, they now have the opportunity to receive all information about the company’s activities (including accounting reports), as well as the right to challenge transactions and claim compensation for losses.

The charter of an LLC is the main document of the enterprise, which is drawn up and approved by the founders in order to regulate the work of the company in the future. This document must contain all moments that determine the company's activities, including organizational events.

The charter is drawn up at the first stage of creating a company, after the founders have made an appropriate decision. The LLC charter is the only constituent document and is necessary for further registration of the company with the Federal Tax Service.

The preparation and use of the document is regulated by a number of articles civil code(in particular, Art. 89), as well as Federal Law No. 129 of 08.08.2001. In addition to these legislative acts, the procedure for drawing up the charter is carried out taking into account the provisions Federal Law No. 14 of February 28, 1998 .

LLC charter form

The current legislative acts indicate that the charter is drawn up in simple written form and subsequently, upon registration, the relevant data is entered into the Unified State Register of Legal Entities.

Also, the law does not prohibit the use of a standard document form, which is approved by an authorized representative of a government department in the manner prescribed by Federal Law-129.

A sample charter of an LLC in 2017, approved by the Federal Tax Service, can be viewed and downloaded here: [ Sample of a model charter]. It is permitted to be used in electronic form. Such a document will have equal legal force with paper charters.

It is allowed that the individual charter will supplement the standard charter in specific points. The founders have the right to refuse the standard form at any time by making an appropriate decision at a general meeting of company members.

The standard charter is common to all legal entities and does not imply individualization. Accordingly, in such a document information is not included:

• corporate name of the company;
• location;
• amount of authorized capital.

The individual charter is drawn up in simple written form and certified after approval by all members organizations. The sheets of the charter must be bound, numbered and certified with the signatures of the participants.

The company's charter has no restrictions on the validity period; however, in order to avoid unforeseen difficulties, the founders indicate in the charter an indefinite period of validity.

In order for the company's charter to be officially registered, it is necessary that its contents comply mandatory requirements a number of legislative acts. In other words, the charter must necessarily contain the following information:

Due to the fact that in the future, the company’s activities will be organized in full accordance with this document, it is necessary that it be as complete, clear and understandable as possible.

Procedure for registering the charter of an LLC

The charter is transferred to registration with the Federal Tax Service together with other documents. All sheets are stitched and numbered, starting from the second page. On the title page of the charter, the number is not indicated, but the sheet itself is taken into account when numbering. A sealing sheet with the inscription “laced and numbered__ sheets” is glued to the back of the document. Below is the signature of the founder with a transcript and a seal, if any. In addition, before submitting a package of documents for registration, it is necessary to make a copy of the charter.

Registration of LLC charter carried out in the following order:

1. The LLC participants draw up the charter, make a copy of it and submit the package for registration to the Federal Tax Service.
2. Within five days from the date of submission of the package of documents, the inspector checks the content and format of the submitted papers.
3. If there are no inaccuracies or violations, the applicant submits a registered copy of the charter.
4. The second copy is transferred for storage to the archives of the Federal Tax Service.

In addition to the charter, the applicant must submit the following documents:

• application in the prescribed form. You can view and download here: [ Sample application for LLC registration ];
• decision to create a company;
• order on the appointment of a director;
• information on the contribution of authorized capital;
• receipt for payment of state duty.

Changes to the LLC charter

In some cases, it may be necessary to amend the company's articles of association. Amendments may be required when the charter has become irrelevant due to a change of legal address, name, expulsion or adoption of a new founder.

In addition, changes are made in connection with the addition of new activities or in the event of an increase (decrease) in the company’s authorized capital.

Making changes and registering a new charter assigned to the founder by law. Violation of this requirement may result in fines and other penalties.

Changes to the LLC charter in 2017 entered in two ways:

1. Manufacturing new edition statutory document.
2. Drawing up an addition to the charter, indicating which items will be changed.

Changes to the charter are carried out only at a general meeting of participants by voting Not less than 2/3 of the total number of participants. Registration is of an application nature and is carried out in a standard manner.

Conclusion

In conclusion, several conclusions can be formulated:

1. LLC Charter is a document that is mandatory when organizing a company and will subsequently be required to register the enterprise with the Federal Tax Service.
2. The document is drawn up immediately after the decision to create a company is made and its creation is regulated by a number of federal laws.
3. The law provides for a simple written form of the charter. The founders can draw up an individual document or use a standard form - common to all legal entities.
4. Duration of the charter has no restrictions and the document indicates an indefinite period of validity.
5. Contents of the charter must comply with the requirements that the law imposes on this document, since the further organization of the enterprise’s work will be carried out strictly in accordance with the main constituent document.
6. Registration of the charter is carried out in the standard manner, during the submission of documents to the Federal Tax Service to register the organization for tax purposes.
7. The LLC charter is amended by issuing new version and registering it with the Federal Tax Service.

The most popular questions and answers to them regarding the preparation of LLC charter

Question: Hello, my name is Konstantin. My brother and I founded a company and started registration of the charter. The fact is that we do not have legal training and are afraid of making mistakes with various points of the document.

Tell me, is it possible to use some kind of template and not draw up the charter yourself?

Answer: Hello, Konstantin. Federal Law No. 209 dated June 29, 2015 makes it possible to use the standard form of the charter. This type The document is general and does not contain individual points. Competently composed You can also find a standard charter on our website.. This form can be used as a basis or used in its original form.