A limited liability company is a common legal form of enterprise in Russia. Every year dozens of entrepreneurial structures of this type are created in our country. The first steps to establish a new company in the form of an LLC begin with formalizing the decision of the sole founder or drawing up minutes of the general meeting of participants on the creation of a new enterprise. Let’s find out how to correctly draw up these documents and what are the features of appointing a company director in 2017.

LLC refers to commercial organizations whose main purpose is to create profits distributed among participants.

The main difference between an LLC and other collective enterprises is that liability for the obligations of a participant in this organizational and legal form of entrepreneurship is limited to the amount that the founder paid when creating the company as his part of the authorized capital.

And although some critics consider the disadvantages of an LLC to be that to establish it you must have an authorized capital of at least 10 thousand rubles, as well as a bank account and a seal, these are rather advantages, thanks to which almost any citizen can open an enterprise.

Also, the disadvantages of an LLC include a more complex procedure for its registration compared, for example, with the registration of an individual entrepreneur. But even here, the steps to create an LLC are still quite simple and, what is especially valuable, they have a clear algorithm limited by laws.

Creating an LLC involves minimal time and material costs

A short list of basic documents for creating a limited liability company

Registration of an LLC is detailed in many regulatory laws of the Russian Federation, among which the main ones are the following:

• Law No. 14-FZ of 02/08/1998 “On Limited Liability Companies”;
• Law No. 129-FZ of 08.08.2001 “On state registration of legal entities and individual entrepreneurs”;
• Government Decree No. 506 of September 30, 2004 “On approval of the Regulations on the Federal Tax Service.”

And also some changes in the conditions for registering LLCs were introduced by Law No. 67-FZ on January 1, 2016.

General requirements for the composition of documentation for opening a company

Currently, when registering an LLC, there are two options for the documentation portfolio. In the first case, when the founders include both individuals and law firms, the following list of documents is provided:

• notarized copies of passports of the company founders, director and chief accountant;
• minutes of the general meeting of the founders;
• charter;
• constituent agreement (if there is more than one founder);
• lease agreement for a building or apartment (office);
• certificate of ownership of the rented building/apartment;
• orders for hiring a director and chief accountant;
• acts on the inclusion of material assets (property) of the founders in the authorized capital;
• receipts and cash receipts for amounts received into the authorized capital from the founders;
• statements of legal entities-founders. These applications are drawn up in accordance with a special form P11001, which lists all the documentation required for this: charter, constituent agreement, minutes of the meeting of founders, an extract from the minutes confirming the rights of the head of the company, a copy of the manager’s passport, an extract from the Unified State Register of Legal Entities, a certificate of assignment of the OGRN, a letter from tax inspectorate about registration, TIN certificate. All copies are certified by a notary.

In the second option, in which, in addition to domestic enterprises, the founders of the LLC also include foreign citizens and foreign legal entities, copies of all documents submitted in a foreign language are notarized.

Circumstances are also provided for when the company's authorized capital is made up of property contributions. In this case, to confirm these deposits you must have the following documents:

• certificate of ownership;
• technical passport for the property;
• property warranty card;
• the value of the transferred property.

At the same time, on the basis of the submitted documents, an assessment report is drawn up, as well as the acceptance of this property onto the balance sheet of the LLC.

Drawing up minutes of the meeting of LLC founders

General meetings of an LLC are held with a frequency determined by the statutory provisions of a particular company. In particular, annual meetings must be organized. As for the meeting of LLC founders, it is held only once, since after it is held, the status of the founder changes to the status of a participant.

This is the difference between these concepts.

Thus, the founders are legal entities and individuals participating in the initial creation of the LLC. Passport data of individuals and basic details of legal firms that are founders are entered into the Unified State Register of Legal Entities. And this list of founders remains unchanged throughout the existence of the enterprise.

Approval of the minutes at the general constituent meeting on the creation of an LLC

But the list of participants may change either towards expansion in the case of the admission of new members, or reduction in the case of expulsion of previous members.

Thus, after the first meeting, the founders become participants, members or shareholders of the created enterprise.

In what cases is it necessary to draw up minutes of a meeting?

If there are two or more founders, the Minutes of the meeting of founders must be drawn up. When the founder is only one individual or one legal entity, the first constituent document is the decision of its sole founder on the intention to create an enterprise. In this case, the minutes of the meeting of founders are not drawn up.

The gathering of the founders for holding the constituent meeting is recorded in the form of appropriate notifications, which indicate the date of the meeting and its tentative agenda. These invitations are sent to all interested parties.

Sample notice of convening a constituent meeting

Nuances of holding a meeting of LLC participants

The rules for drawing up the Minutes of the meeting of founders are regulated by Article No. 181.2 of the Civil Code of the Russian Federation.

The minutes of the founders require that the following mandatory provisions be recorded.

1. Place and date of the event.
2. List of founders. For founders - individuals, passport data is recorded. For founders representing legal entities, enter: the full name of the enterprise; legal address; OGRN, KPP and TIN codes; Full name and passport details of the representative of the legal entity.
3. Chairman of the meeting.
4. Secretary of the meeting.
5. Agenda
6. Contractual obligations of the founders to coordinate their actions, which are reflected in a separate agreement on establishment.
7. Results of the voting.

The agenda of the meeting must include the definition of the main characteristics of the future enterprise:

• full name of the enterprise indicating its organizational and legal form in the form of LLC;
• legal address;
• the size of the authorized capital with the distribution of its shares;
• charter;
• Full name of the director.

An example of the minutes of the founders' meeting is given below.

Sample minutes of the general meeting of LLC founders

It must be especially emphasized that voting on all issues on the agenda must be decided exclusively unanimously. If there is no unanimous approval of the issues, LLC registration will be denied. When the registration of the enterprise has already been carried out, then in the minutes of the general meeting of participants or shareholders it is possible to approve decisions made not unanimously, but by a simple majority or 3/4 of the votes, depending on the category of the problem.

Making a decision on opening an LLC with a single founder

In general, the number of LLC founders can range from one to fifty. Registering an LLC with one founder is a fairly widespread practice.

In the case where the founder of an LLC is only one individual or legal entity, this fact is recorded in the protocol of the decision on the establishment of the enterprise. To register a company, presentation of this protocol is mandatory. The official name of the Minutes of the meeting to decide on the establishment of an LLC may look like this: “Decision of the sole founder on the creation of a Limited Liability Company.”

A sample decision of the sole founder to create an LLC is shown in the photo.

Sample decision to create an LLC with a single founder

The given example is not an approved canon, but just one of the solution options. For example, this decision can be formalized in the form of ordinary minutes of a general meeting, in which the founder has the sole casting vote, and the remaining participants in the meeting have only an advisory vote.

Appointment of the General Director

Appointment to the position of director of an LLC is the very first step in the activities of a newly created enterprise. This appointment is usually formalized by order No. 1, which is signed primarily by the “freshly made” director himself. The source for issuing an order to appoint the chief executive is the corresponding entry in the minutes of the constituent meeting or in the decision of the sole founder.

An example of an order for approval of the chief manager of an LLC is shown in the photograph.

Sample order for the appointment of the general director of an LLC

Should a notary certify documents?

Notarization of an order for appointment to the position of general director of an LLC when creating an enterprise is not regulated by law. It’s a different matter when it comes to replacing the old head of an enterprise. In this case, when approving a new manager, it becomes necessary to adjust the basic information about the company in the Unified State Register of Legal Entities. To adjust the entry in the Unified State Register of Legal Entities about the change of the main director, an application is submitted to the relevant tax service in form No. P14001, where the Title page, Sheet K (page 1 for the old director, pages 1–2 for the new director), Sheet R (page 1–4).

If, when submitting an application, all founders sign in the presence of the tax inspector accepting the documents, then notarization is not required. In practice, all signatures of the founders are certified by a notary. However, the personal presence of all LLC participants at the notary is not required. It is enough for him to have the applicant himself - the new director of the company, authorized to sign the necessary documents.

As for the notarization of other registration forms, the following documents must be certified by a notary:

• certificate of registration of a legal entity;
• charter;
• certificate of state registration of a legal entity;
• decision to create an LLC;
• decision or minutes of the general meeting on a change of director.

Procedural actions for creating an LLC begin with convening a meeting of interested parties, which serves as the basis for drawing up minutes of the meeting of founders. Russian legislation clearly regulates the form of drawing up this document, which includes a mandatory list of the most important characteristics of the enterprise being created. When the founder of an LLC is only one individual or legal entity, the minutes of the founding meeting are replaced by a decision on the establishment of a new enterprise, which is approved by the signature of the sole founder.

Solution #1
sole founder about the establishment
Joint Stock Company "_________________"

Place of decision: ____________

Date and time of decision: “__”____________2014, 10:00.

I, citizen, full name founder (passport of citizen of the Russian Federation: 00 00 000000, issued _____________________ ___________ 00.00.0000, division code: 000-000, registration address: 000000, ________, st. _____________, no.__, apt.____),

if the founder is a legal entity:
- Company name of the legal entity represented by the Head, full name. operating on the basis of the Charter (OGRN 0000000000000, INN: 0000000000, KPP: 000000000, location address: 000000, _______, st. __________, building___, d.__, office___),

being the sole founder of the Closed Joint Stock Company,

1. Create the Joint Stock Company “__________________” (hereinafter referred to as the Company).
2. Approve the authorized capital of the Company in the amount 10000 (Ten thousand) rubles divided by 10000 (ten thousand) ordinary registered uncertificated shares with a par value of 1 (one) ruble each.
3. Shares of the Company distributed upon its establishment must be fully paid within a year from the date of state registration of the Company. In this case, at least 50 (fifty) percent of the shares distributed upon establishment of the Company must be paid for within three months from the date of state registration of the Company. Payment for shares is made
Option 1: in cash to the cash desk or to the settlement account of the Company.
Option 2: property: ___________________________, ____ pcs.
4. Approve the monetary valuation of the property contributed by the founder of the Company in payment for the placed shares of the Company in the amount 10000 (Ten thousand) rubles, according to the market value assessment report No.______ dated _______. carried out by an independent appraiser - the name of the appraiser (appraisal company).
5. Approve the charter of the Company.
6. Elect full name as General Director of the Company. (passport of a citizen of the Russian Federation: 00 00 000000, issued _____________________ ________________________ 00.00.0000, department code: 000-000, registration address: 000000, ________, st. _____________, building __, apt.____).
7. Approve the draft employment agreement (contract) with the General Director of the Company.
8. Option 1: Elect full name as auditor of the Company.
Option 2: Elect members of the Company's Audit Commission: Full name, Full name, Full name.
9. Elect members of the Board of Directors of the Company:

- Full name (passport of a citizen of the Russian Federation: 00 00 000000, issued _____________________ ________________________ 00.00.0000, department code: 000-000, registration address: 000000, ________, st. _____________, building __, apt.____);
- Full name (passport of a citizen of the Russian Federation: 00 00 000000, issued _____________________ ________________________ 00.00.0000, department code: 000-000, registration address: 000000, ________, st. _____________, building __, apt.____);
- Full name (passport of a citizen of the Russian Federation: 00 00 000000, issued _____________________ ________________________ 00.00.0000, department code: 000-000, registration address: 000000, ________, st. _____________, building __, apt.____);
- Full name (passport of a citizen of the Russian Federation: 00 00 000000, issued _____________________ ________________________ 00.00.0000, department code: 000-000, registration address: 000000, ________, st. _____________, building __, apt.____).

10. Approve the “Full name of the registrar” as the registrar of the Company, as well as the terms of the agreement for maintaining and storing the register of owners of registered securities.

Founder's signature:
Full name founder __________________

if the founder is a legal entity
Manager's position
Corporate name of the legal entity
Full name manager ___________________
m.p.

Attention: Members of the audit commission (auditor) of the company cannot be members of the board of directors of the company, a person performing the functions of the sole executive body of the company, and members of the collegial executive body of the company.

The decision to create a legal entity is a document that is drawn up if one founder participates in the creation of a joint stock company or limited liability company. We’ll look at how to compose it correctly in our article.

What should the decision to create a company reflect?

Everyone has the right and opportunity to open a company to engage in entrepreneurship. There are several organizational and legal forms, for example, a limited liability company or a joint stock company. To do this, it is necessary to collect and submit to the tax office for registration the documents listed in Art. 12 of the Law “On State Registration of Legal Entities and Individual Entrepreneurs” dated 08.08.2001 No. 129-FZ. These are the following documents:

• application for registration;
• decision of a company participant on creation;
• charter;
• a receipt confirming payment of the state duty.

What information must be indicated when making a decision to create a legal entity? There is no clear form of the decision, but the law provides for mandatory data that it must reflect (Article 11 of the Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ, Article 9 of the Law “On Joint Stock Companies” dated 12/26/1995 No. 208-FZ). This:

• Date and place of drawing up the decision to create the company.
• Full details of the founder (full name, passport details of an individual or name, details of a legal entity).
• Full and abbreviated name of the legal entity being created.
• Location of the company.
• Size and characteristics of the authorized capital.

Read more about the role and size of the authorized capital in the articles:

Results

When registering a company, one of the main documents is the decision to create it. In it, indicate all the basic data related to your organization: date and place of creation; Name; size and characteristics of the management company; data relating to the company's charter; details about the executive body.

I, , passport of a citizen of the Russian Federation 00 00 No. 000000, issued ____________________________ xx.xx.20xx, department code 000-000, registered at the address: index, city ________, st. __________, house ____, apt. ____, as the sole founder of the Limited Liability Company “_________” (hereinafter referred to as the “Company”), made the decision:

1. Create a commercial organization in the form of a Limited Liability Company.

2. Approve the Society in Russian: Limited Liability Company "_________________". Approve the abbreviated name of the Company in Russian: OOO "_________________".

3. Approve the following Company: index, city ________, st. __________, d. ____, office. _______.

4. Approve the Company in the amount with a share [in the amount 10 0% authorized capital nominal value __________ (amount in words) rubles. The authorized capital is contributed in cash.

5. Pay in full for the Company within four months from the date of state registration of the Company.

6. Approve the Society.

6. Appoint ___________ to the position [job title] Societies _________________________________ [full name], passport of a citizen of the Russian Federation 00 00 No. 000000, issued ____________________________ xx.xx.20xx, department code 000-000, registered at the address: index, ________, st. __________, house ____, apt. ____, and conclude an employment contract with him for ____ [term] from the moment of state registration of the Company. On behalf of the Company, the employment contract is signed by its sole founder.

Founder's signature:

[surname and initials of the founder] _______________________

Compliance of the solution with the sample presented above will help you avoid annoying mistakes when registering an LLC, but often regional tax authorities may impose specific requirements that are not explicitly stated in the legislation, so a service is now available especially for our users free document verification for business registration by 1C specialists.

When starting to create an LLC, you should first take care of documenting the decision to establish a limited liability company. The legislation of the Russian Federation provides a list of necessary documents, including the decision of the sole participant, the minutes of the general meeting of founders and the order on the appointment of a director. These papers must be submitted to the tax authority at the place of registration of the company.

LLC registration: list of documents

To establish a company, documents according to the list given below are provided to the tax service.

Application form 11001

Notarization is not required if all the founders come to submit the application at once. If an LLC is registered by power of attorney or with the help of a notary office, then the application will have to be certified by a notary. Otherwise, the founders each fill out their own “Sheet N” forms (can be filled out using free online servers, they minimize errors when filling out).

Decision of the founder of the company

Submitted if the LLC is registered by a single founder. The document does not need to be notarized.

Conducting a meeting and drawing up minutes

The minutes of all society meetings are filed in one folder. It is possible that the company's participants will need extracts from these documents (the extracts are certified by the general director).

It is not necessary to notarize the minutes of the meeting in the following cases:

• All LLC participants sign the document. Or part of the participants (if this is stated in the company’s charter);
• recording the decision-making procedure using technical means (audio and video recording);
• other methods permitted by the law of the Russian Federation.

The above methods must be reflected in the company’s Charter or in an additional decision.

There are still exceptions to this rule.

The protocol on increasing the authorized capital of the LLC must be notarized. This is stated in the Federal Law of the Russian Federation “On increasing the authorized capital”, article 17 part 3.

How to draw up a founders' agreement

The agreement determines the procedure for conducting joint activities of the company's participants. All founders of the LLC must sign.

The founders' agreement includes the following clauses:

• the total amount of the authorized capital of the LLC;
• the size and estimated value of each participant's contribution;
• terms of payment for the shares of each of their participants (procedure, terms).

The contract itself does not need to be notarized. If the participants leave the LLC, you will need a notarized copy of the founders’ agreement on the creation of the LLC. Along with a copy, the participant leaving the LLC will need an extract from the Unified State Register of Legal Entities. It contains data on the size and cost of a specific share.

Sample LLC charter

Law of the Russian Federation “On LLC” dated 02.08.1998 as amended. and additional (current in 2017) mandatory sections of the document are provided. If the general meeting of founders in the minutes confirms the authenticity of the charter of the LLC being created, then notarization is not necessary. With the consent of all owners, you can undergo the procedure of certification of the document by a notary. Since 2016, it has become possible to register an LLC on the basis of a standard charter.

The charter must be drawn up in two copies, and it can be certified by the general director of the LLC. On the last page of the numbered, laced and sealed document, a signature is made: “Copy is correct. General manager. Signature. Full name. Date".

Since 2014, a copy of the charter can be certified by the tax authority. The registration procedure lasts up to five working days. For an additional fee, the certification period will be reduced.

Notarization of documents

The notary service for certifying a copy of the charter is still relevant. You will need a passport and two copies of the charter. The notary will staple and stitch the documents himself.

Legal entity as founder of LLC

Not only individuals can create an LLC. Different combinations are allowed: legal entities and individuals, only legal entities. When there is a legal entity among the founders of an LLC, the standard list of required documents is supplemented with the following papers.

• Charter of the legal entity that acts as the founder of the LLC (a copy of the charter is notarized).
• Agreement of founders of a legal entity (notarized copies).
• A copy of the minutes of the meeting of the founders of the legal entity on joining the new LLC.
• Protocol of the founders, confirmation of the authority of the general director of a legal entity that is part of the founders of the new LLC (+ copy of the general director’s passport).
• Extract from the Unified State Register of Legal Entities (notarized).
• Certificate issued by the Unified State Register of Legal Entities (its copy), a copy of the data on the appointment of the OGRN to the legal entity - founder.
• Copies of certificates from the tax service on registration and assignment of TIN (notarized).

If the founders are citizens or legal entities of another state

Documents for registration of LLC of foreign citizens and legal entities are notarized. Apostille also takes place.

Apostille (French Apostille) is an international standardized form of filling out information about the legality of a document for presentation in countries that recognize this form of legalization.

Instead of money - a property contribution

Based on what is set out in Article 15 of the Federal Law “On LLC”, property contributions to the authorized capital of an LLC are permitted. In this case, it is worth providing property documents for the contributed property (checks, coupons, receipts, warranty cards, invoices, registration certificates, notarial certificate - that is, everything that confirms the presence and ownership of the property.

The contributed property is assessed at the general meeting of founders with the drawing up of minutes. Expert assessment with an official conclusion is welcome.

The property contributed to the LLC is formalized by a corresponding act.

What is the difference between the founder of an LLC and its participant?

Founder - founder of an LLC (individual, legal entity). Resolves all organizational issues regarding registration of an organization. From the moment of official registration of the LLC, all founders are called members of the company.

New members may join the LLC. This happens in the following cases:

• personal contribution to the capital of the LLC;
• purchase, receipt as a gift, inheritance of a share.

There are changes in the composition of participants - this is a reason to make changes to the Charter. One participant is required.

Minutes of the meeting: rules for formatting

The pages of the minutes are stapled, and the chairman of the meeting signs where they are stapled. 2 copies of the protocol are drawn up.

The shelf life is the entire period of existence of the LLC. Therefore, the following requirements are imposed on their accounting and registration:

• The text is printed on only one side of the sheet.
• Mandatory numbering of protocols. Protocol numbers are written as follows: 01, 02 – 09, 10, etc.
• All protocols are stored in a single folder, or collected in folders by year of imprisonment.
• Within three days, the minutes of the meeting must be drawn up according to the rules.

Table: who should draw up and sign the protocol

Do I need a stamp on the protocol?

At the initial stage of creating an LLC, there is no seal. And that's why it's not installed. Subsequently, when the company acquires a seal, it is allowed to put it on the protocol.

Data for drawing up minutes of the meeting:

• date and location;
• personal data of each meeting participant;
• list of issues discussed;
• voting result;
• information about persons who voted “against” or abstained.

Absentee voting to enter information into the protocol

The law of the Russian Federation does not prohibit such absentee voting. Information about persons who voted early is entered into the minutes of the meeting. The date and results of absentee voting are indicated.

A protocol is drawn up in accordance with the requirements of Article 181 of the Civil Code of the Russian Federation.

Meeting minutes sections

1. Protocol header.
2. Date, time and location.
3. List of members (founders, invited persons). If there are more than 15 founders, an appendix to the protocol is drawn up with a full listing of the composition.
4. Information about the elected chairman and secretary of the meeting.
5. All meeting agenda information must begin with “about...”. Reference to the meeting agenda itself is not permitted.
6. The essence of each item on the meeting agenda is briefly described. The solution for each issue is indicated.
7. Voting results for each item.
8. A conclusion is written for each item on the agenda.

Drawing up minutes of the meeting of LLC founders

Registration of the decision of the sole founder of the LLC

Let’s say that a sole founder registers an LLC. In this case, no meeting of founders is needed, and the founder draws up a decision (Federal Law No. 14-FZ “On Limited Liability Companies” - relevant in 2017).

What points does the founder’s decision contain?

• Document number, date, place of drawing up the decision.
• It is indicated that the founder (full name) decided to create an LLC (name of organization).
• Information about the location of the organization (legal address).
• Data on the authorized capital (size, terms of payment). The size of the authorized capital of the LLC is at least 10 thousand rubles (current in 2016). When opening a bookmaker's office, providing insurance services, issuing loans for various needs, producing alcoholic beverages - in this case, the lower threshold of the authorized capital will be significantly higher.

“The minimum amount of the authorized capital of the organizer of gambling in a bookmaker’s office or totalizator is set at 100 million rubles. Only cash can be contributed to pay for such authorized capital. Borrowed funds cannot be used to form such authorized capital.”

Federal Law No. 244 of December 21, 2006. Current in 2016

• On approval of the company's Charter.
• Appointment of the head of the LLC.

An example of how to formalize a decision of an LLC founder is given below.

Decision on the appointment of the General Director

The decision to appoint a manager is made by the founders of the LLC. However, there is a significant difference in the design: there is one founder - the decision is drawn up, a group of founders - the minutes of the meeting are drawn up.

There is only one founder - we are preparing a solution

The founder can independently perform the duties of the general director, which is indicated in the decision. Information about the appointed general director of the LLC is submitted to the tax service for entering information into the Unified State Register of Legal Entities (Federal Law 129, Article 5, relevant in 2016).

Group of founders - drawing up minutes of the general meeting

In the minutes of the general meeting of founders, a decision is made on the appointment of the general director of the LLC. The appointed general director may be one of the founders of the LLC. The protocol is notarized for submission to the tax service.

Currently, creating an LLC for a beginning entrepreneur does not present any particular difficulties. All you need to get started is a clear algorithm for drawing up, registering and submitting documents. Organizing an LLC allows both a group of entrepreneurs and a single founder to work and profit from their activities.