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

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

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

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

The Charter states:

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

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

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

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

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

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

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

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

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

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

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

Shareholders' rights;

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

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

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

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

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

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

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

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

When registering a legal entity with the Federal Tax Service, constituent documents are required. 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.
• Appointment of the 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 the regulations 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. Founders at general meeting decide what adjustments need to be made.
2. A package of documents is prepared 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.

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 by the general meeting of 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 the 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 an authorized state body, regulating the basis of interaction between its bodies and officials, as well as laying the foundation 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.

Information on the use of a standard charter involves entering the 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 an 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 O 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 founding 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

The concept of constituent documents is often associated with local acts 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.

Charter of the enterprise- it is approved in in the prescribed manner a legal document that contains a set of regulations and rules relating to legal status, organizational form, structure and structure of the organization, types of activities, order of relations with legal and individuals And government agencies, as well as defining the rights and obligations of both the participants of the organization and the legal entity itself.

The charter must reflect the grounds for establishing the organization, its goals and objectives, and describe organizational structure as the organization itself (presence or absence separate divisions) and its management bodies, the form of ownership, the procedure for carrying out production and economic activities, as well as the rules of reorganization and liquidation are specified.

The charter is the constituent document on the basis of which it operates.

The charter is approved by its founders (participants).

Moreover, for legal entities created by one founder, the Charter is the only constituent document.

Charter as a constituent document of a legal entity

The charter is a constituent document that is mandatory for legal entities.

The charter acts as a constituent document in the following organizational and legal forms of a legal entity:

Joint Stock Company (JSC);

Society with limited liability(OOO).

The document is drawn up even before the company is registered. It is on the basis of this document that data about the founders, as well as about the company itself, is entered into the unified state register.

Essential terms of the Charter

In the charter joint stock company should be reflected:

full and abbreviated company names of the company;

location of the company;

type of society;

quantity, par value, categories (ordinary, preferred) shares and types of preferred shares placed by the company;

rights of shareholders - owners of shares of each category (type);

size of the company's authorized capital;

the structure and competence of the company’s management bodies and the procedure for their decision-making; the procedure for preparing and holding a general meeting of shareholders, including a list of issues, decisions on which are made by the company’s management bodies by a qualified majority of votes or unanimously;

information about branches and representative offices of the company.

The charter of a limited liability company must contain:

full and abbreviated company name of the company;

information about the location of the company;

information on the composition and competence of the company's bodies, including on issues that constitute the exclusive competence of the general meeting of the company's participants, on the procedure for making decisions by the company's bodies, including on issues on which decisions are made unanimously or by a qualified majority of votes;

information on the size of the authorized capital of the company;

information about the size and nominal value of the share of each participant in the company;

rights and obligations of company participants;

information about the procedure and consequences of the withdrawal of a company participant from the company;

information on the procedure for transferring a share (part of a share) in the authorized capital of the company to another person;

information on the procedure for storing company documents and on the procedure for the company providing information to company participants and other persons.

The charters of a joint-stock company and a limited liability company may contain other provisions that do not contradict federal legislation.

Registration of the Charter

The charter must be drawn up taking into account the following rules:

the charter is drawn up on standard sheets of A4 paper;

The text of the charter consists of sections with headings and numbered in Arabic numerals.

on the title page of the charter indicate: the type of document (CHARTER), the organizational and legal form of the legal entity, its individual name, place of preparation, stamp of approval of the charter by the founders or participants, which is certified by the seal of the organization.

on the original charter, the registering authority puts a mark on the registration of the charter at the top left;

the registration mark of the charter is certified by the seal of the registering authority;

the document must be bound;

pages, starting with the one that comes after title page, are numbered;

on the back last page you need to attach a sealing sheet indicating the following information: number of pages, signature of the applicant with transcript, stamp.

Still have questions about accounting and taxes? Ask them on the accounting forum.

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