How to write the charter of an LLC: what nuances and features should be taken into account. Title page of the Charter in the new edition: sample and basic design rules
One of the most important aspects that limited liability company founders need to pay attention to is how to write the LLC charter. Moreover, since 2009, only the charter is the constituent document of the LLC - no other documentation has such 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 is mandatory 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 recent legislative changes (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 at the 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:
- The charter specifies the name of the LLC in full and abbreviated forms (including, if necessary, in foreign languages).
- You need to indicate the address of the LLC, that is, information about its location.
- 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.
- 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.
- 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.
- The rights and responsibilities of participants should be outlined as clearly as possible.
- 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).
- Rules for storing documents, general principles of 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 with the Arabic numeral “2”). A paper seal is placed on the reverse side of the last sheet to ensure 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 a sole founder can be not only an individual, but also a legal entity 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 delineate 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 leave the founding composition at their own request; 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:
- The name of the company or its address changes.
- The size of the authorized capital of the LLC is changing.
- 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 problems during registration in advance, use a ready-made sample; 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. State services for registration of the charter are paid for 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.
limited liability company, created by a single founder1. GENERAL PROVISIONS
1.1. Limited Liability Company "", hereinafter referred to as the Company, was created in accordance with the Civil Code of the Russian Federation and the Federal Law "On Limited Liability Companies" (hereinafter referred to as the "Federal Law").
1.2. The Company is a legal entity and carries out its activities on the basis of the charter and the current legislation of the Russian Federation.
1.3. Full corporate name of the Company in Russian: Limited Liability Company "", abbreviated corporate name in Russian: LLC "", full corporate name in language: "", abbreviated corporate name in language: "".
1.4. The company is considered created as a legal entity from the moment of its state registration in the manner prescribed by federal laws.
1.5. The company is created without a term limit.
1.6. The Company has the right, in accordance with the established procedure, to open bank accounts on the territory of the Russian Federation and abroad.
1.7. The Company has a round seal containing its full corporate name in Russian and an indication of its location. The Company's seal also contains the Company's corporate name on. The Company has stamps and forms with its corporate name, its own emblem, as well as a trademark registered in the prescribed manner and other means of visual identification. The procedure for developing and approving the content and designs of the seal, stamps, emblems, and trademarks is determined by the internal regulations of the Company.
1.8. The company is the owner of its property and funds and is liable for its obligations with its own property.
1.9. The participant is not liable for the obligations of the Company and bears the risk of losses associated with the activities of the Company, within the value of his share in the authorized capital of the Company.
1.10. The Russian Federation, constituent entities of the Russian Federation and municipalities are not liable for the obligations of the Company, just as the Company is not responsible for the obligations of the Russian Federation, constituent entities of the Russian Federation and municipalities.
1.11. Location of the Company: .
2. PURPOSE, SUBJECT, TYPES OF ACTIVITY
2.1. The purpose of the Company's activities is to generate profit.
2.2. The subject of the Company's activities is: .
2.3. The Company has civil rights and performs the duties necessary to carry out any types of activities not prohibited by federal laws, including: .
2.4. The Company may engage in certain types of activities, the list of which is determined by federal laws, only on the basis of a special permit (license). If the conditions for granting a special permit (license) to engage in a certain type of activity provide for the requirement to engage in such activity as exclusive, then the Company during the period of validity of the special permit (license) does not have the right to carry out other types of activities, with the exception of the types of activities provided for by the special permit (license). ), and related ones.
2.5. Interference in the economic and other activities of the Company by government and other organizations is not permitted unless it is conditioned by their right to exercise control over the activities of the Company.
3. AUTHORIZED CAPITAL
3.1. The authorized capital of the Company is made up of the nominal value of the share of its participant.
3.2. The size of the authorized capital of the Company is rubles.
3.3. The authorized capital of the Company determines the minimum amount of its property, which guarantees the interests of its creditors.
3.4. The actual value of the share of a Company participant corresponds to a part of the value of the Company's net assets, proportional to the size of his share.
3.5. Payment for a share in the authorized capital of the Company may be made in money, securities, other things or property rights or other rights with a monetary value.
3.6. The monetary value of the property contributed to pay for the share in the authorized capital of the Company is approved by the decision of the sole participant.
3.7. By the time of registration of the Company, the authorized capital has been paid in cash in the amount of %.
3.8. An increase in the authorized capital of the Company can be carried out at the expense of the Company’s property, at the expense of additional contributions of a member of the Company, as well as at the expense of contributions from third parties accepted into the Company.
3.9. The increase in the authorized capital of the Company at the expense of its property is carried out by decision of the sole participant of the Company.
3.10. A member of the Company may decide to increase the authorized capital of the Company by making additional contributions. This decision determines the total cost of the additional deposit.
3.11. An additional contribution can be made by the sole participant of the Company within two months (a different period may be established) from the date of the decision specified in the previous paragraph.
3.12. A member of the Company may decide to increase the authorized capital based on an application from a third party (applications from third parties) to accept him (them) into the Company and make a contribution.
3.13. The application of the third party must indicate the size and composition of the contribution, the procedure and deadline for making it, as well as the size of the share that the third party would like to have in the authorized capital of the Company. The application may also indicate other conditions for making contributions and joining the Company.
3.14. Simultaneously with the decision to increase the authorized capital of the Company on the basis of an application of a third party (applications of third parties) to accept him (them) into the Company and make a contribution, a decision must be made to introduce amendments to the charter of the Company related to the admission of a third party (third parties) to the Company. the Company, by determining the nominal value and size of its share (their shares), increasing the size of the authorized capital of the Company and changing the size of the share of a participant in the Company. The nominal value of the share acquired by each third person admitted to the Company should not exceed the value of his contribution.
3.15. If the increase in the authorized capital of the Company does not take place, the Company is obliged, within a reasonable time, but no more than days, to return their deposits to third parties who made deposits in money, and in the event of non-return of deposits within the specified period, also pay interest in the manner and within the terms stipulated Article 395 of the Civil Code of the Russian Federation.
3.16. To third parties who made non-monetary contributions, the Company is obliged to return their deposits within a reasonable period of time, and in the event of non-return of deposits within the specified period, it is also obliged to compensate for lost profits due to the inability to use the property contributed as a contribution.
3.17. The Company has the right, and in cases provided for by Federal Law, is obliged to reduce its authorized capital.
3.18. A decrease in the authorized capital of the Company may be carried out by reducing the nominal value of the share of a Company participant in the authorized capital of the Company.
3.19. The Company does not have the right to reduce its authorized capital if, as a result of such a reduction, its size becomes less than the minimum amount of authorized capital determined in accordance with the law on the date of submission of documents for state registration of the relevant changes in the Charter of the Company, and in cases where, in accordance with the legislation, the Company is obliged to reduce its authorized capital - on the date of state registration of the Company.
3.20. If at the end of the second and each subsequent financial year the value of the Company's net assets is less than its authorized capital, the Company is obliged to announce a reduction of its authorized capital to an amount not exceeding the value of its net assets and register such a decrease in the prescribed manner.
3.21. If at the end of the second and each subsequent financial year the value of the Company's net assets is less than the minimum amount of the authorized capital established by law on the date of state registration of the Company, the Company is subject to liquidation.
4. ISSUE OF BONDS
4.1. The Company has the right to place bonds and other issue-grade securities in the manner prescribed by securities legislation.
4.2. The issue of bonds by the Company is permitted after full payment of its authorized capital.
4.3. The bond must have a par value. The nominal value of all bonds issued by the Company must not exceed the amount of the authorized capital of the Company and (or) the amount of security provided to the Company for these purposes by third parties. In the absence of security provided by third parties, the issue of bonds is permitted no earlier than the third year of the Company’s existence and subject to proper approval of the annual financial statements for two completed financial years. The specified restrictions do not apply to issues of mortgage-backed bonds and in other cases established by federal securities laws.
5. RESPONSIBILITIES OF THE PARTICIPANT
5.1. A member of the Company is obliged to:
- pay for shares in the authorized capital of the Company in the manner, in the amounts and within the time limits provided for by the Federal Law and the Charter of the Company;
- not to disclose confidential information about the activities of the Company;
- There are other obligations provided for by law.
5.3. Additional obligations assigned to a member of the Company in the event of alienation of his share (part of a share) are not transferred to the acquirer of the share (part of a share). Additional duties may be terminated by decision of a member of the Company.
5.4. If a decision is made, the Company participant is obliged to make contributions to the Company’s property.
5.5. The maximum value of a contribution to the Company's property is rubles.
5.6. Contributions to the Company's property do not change the size and nominal value of the Company participant's share in the authorized capital of the Company.
6. RIGHTS OF A PARTICIPANT OF THE SOCIETY, ALIENSION, ENCUMBRANCE, INHERITANCE OF SHARE
6.1. A member of the Society has the right:
- participate in managing the affairs of the Company in the manner established by the Federal Law and the Charter of the Company;
- receive information about the activities of the Company and get acquainted with its accounting books and other documentation in the manner prescribed by its charter;
- distribute profits;
- sell or otherwise alienate your share in the authorized capital of the Company or its part;
- receive, in the event of liquidation of the Company, part of the property remaining after settlements with creditors, or its value.
6.2. Additional rights of a member of the Society: .
6.3. Additional rights in the event of alienation of a share (part of a share) are not transferred to the acquirer of the share (part of a share).
6.4. A member of the Company may refuse to exercise additional rights belonging to him by sending a written notice to the Company. From the moment the Company receives this notification, the additional rights of the Company participant are terminated.
6.5. A transaction aimed at alienating a share or part of a share in the authorized capital of the Company is subject to notarization. Failure to comply with the form of the transaction for the assignment of a share (part of a share) in the authorized capital of the Company, established by this paragraph, entails its invalidity.
6.6. The share in the authorized capital of the Company passes to the heirs of the citizen (successors of the legal entity) who was a member of the Society.
6.7. A member of the Company has the right to pledge his share (part of the share) in the authorized capital of the Company.
7. FORECLOSURE ON A SHARE
7.1. At the request of creditors, foreclosure on the share (part of the share) of a Company participant in the authorized capital of the Company for the debts of a Company participant is allowed only on the basis of a court decision if other property of the Company participant is insufficient to cover the debts.
8. SOCIETY MANAGEMENT. PARTICIPANT'S DECISION
8.1. The supreme governing body of the Company is the participant. The sole executive body is the General Director.
8.2. Once a year, no earlier than two months and no later than four months after the end of the financial year, a member of the Company makes a decision to approve the annual results of the Company’s activities. Decisions made in addition to the regular ones are extraordinary. The General Director may be present when decisions are made by a member of the Company.
8.3. Exclusive competence of a member of the Company:
- determining the main directions of the Company’s activities, as well as making decisions on participation in associations and other associations of commercial organizations;
- changes in the Company's charter, including changes in the size of the Company's authorized capital;
- election of the General Director and early termination of his powers, establishment of the amount of remuneration and compensation paid to him, as well as the adoption of a decision on the transfer of powers of the General Director to a commercial organization or individual entrepreneur (manager), approval of the manager and the terms of the contract with him;
- approval of annual reports and annual balance sheets;
- election and early termination of powers of the Audit Commission (auditor) of the Company;
- making a decision on the distribution of the Company's net profit;
- approval (acceptance) of documents regulating the internal activities of the Company (internal documents of the Company);
- making a decision on the placement by the Company of bonds and other issue-grade securities;
- appointment of an audit, approval of the auditor and determination of the amount of payment for his services;
- making a decision on the reorganization or liquidation of the Company;
- appointment of a liquidation commission and approval of liquidation balance sheets;
- creation of branches and opening representative offices, determining the terms of remuneration for managers of branches and representative offices;
- resolving other issues provided for by law and the charter.
8.4. Extraordinary decisions are made by a member of the Company as necessary.
8.5. Decisions of a member of the Company are formalized in writing.
9. GENERAL DIRECTOR OF THE COMPANY
9.1. The management of the current activities of the Company is carried out by the General Director. The General Director is accountable to the Company member.
9.2. The term of office of the General Director is one year(s). The General Director can be re-elected an unlimited number of times. The agreement with the General Director on behalf of the Company is signed by a member of the Company.
9.3. CEO:
- acts on behalf of the Company without a power of attorney, including representing its interests and making transactions;
- issues powers of attorney for the right of representation on behalf of the Company, including powers of attorney with the right of substitution;
- issues orders on the appointment of employees of the Company, on their transfer and dismissal, applies incentive measures and imposes disciplinary sanctions;
- exercises other powers not assigned by the Federal Law or the Charter of the Company to the competence of a member of the Company.
9.5. The agreement with the manager is signed on behalf of the Company by a member of the Company.
10. RESERVE AND OTHER FUNDS OF THE COMPANY
10.1. The company creates a reserve fund.
10.2. The reserve fund is formed through annual contributions in the amount of no more than % of net profit until the amount of the reserve fund reaches % of the authorized capital of the Company. If, after reaching the specified amount, the reserve fund is spent, contributions to it are resumed until full restoration. The reserve fund is intended to cover the Company's losses and cannot be used for other purposes.
10.3. The Company has the right to form other funds, contributions to which are made in the amounts and manner established by the general meeting of participants.
11. PROCEDURE FOR STORING THE COMPANY'S DOCUMENTS. PROCEDURE FOR PROVIDING INFORMATION TO PARTICIPANTS OF THE SOCIETY AND OTHER PERSONS
11.1. The organization of document flow in the Company is carried out by the General Director. The General Director and Chief Accountant of the Company are personally responsible for compliance with the maintenance procedure, the reliability of accounting and reporting.
11.2. The Company stores the following documents at the location of its General Director:
- the charter of the Company, as well as changes and additions made to the charter of the Company and registered in the prescribed manner;
- decisions of a member of the Company;
- a document confirming the state registration of the Company;
- documents confirming the Company's rights to property on its balance sheet;
- list of members of the Society;
- internal documents of the Company;
- regulations on branches and representative offices of the Company;
- documents related to the issue of bonds and other issue-grade securities of the Company;
- lists of affiliated persons of the Company;
- conclusions of state and municipal financial control bodies;
- other documents provided for by federal laws and other legal acts of the Russian Federation;
- other documents provided for by the internal documents of the Company, decisions of a member of the Company and the General Director of the Company.
11.3. The documents listed in clause 11.2 of the charter must be available for review by the Company's members, as well as other interested parties during business hours.
11.4. The Company maintains a list of Company participants indicating information about the Company participant, the size of his share in the authorized capital of the Company and its payment, as well as the size of shares owned by the Company, the dates of their transfer to the Company or acquisition by the Company.
11.5. The person performing the functions of the sole executive body of the Company (unless another body is provided for by the charter) ensures that information about the participants of the Company and about their shares or parts of shares in the authorized capital of the Company, about shares or parts of shares belonging to the Company, corresponds to the information contained in the Unified the state register of legal entities, and notarized transactions for the transfer of shares in the authorized capital of the Company, of which the Company became aware.
12. PROFIT DISTRIBUTION
12.1. The sole participant has the right to make a decision on the distribution of the Company's net profit quarterly, once every six months or once a year.
12.2. The company does not have the right to make a decision on the distribution of its profits and does not have the right to pay a participant the profit, the decision to distribute which was made, in the following cases:
- if at the time of payment the Company meets the signs of insolvency (bankruptcy) in accordance with the Federal Law on Insolvency (Bankruptcy) or if the specified signs appear in the Company as a result of payment;
- if at the time of payment the value of the Company's net assets is less than its authorized capital and reserve fund or will become less than their size as a result of payment;
- in other cases provided for by federal laws.
13. REORGANIZATION AND LIQUIDATION
13.1. The company may be voluntarily reorganized in the manner provided for in Art. 51 – 56 of the Federal Law “On Limited Liability Companies”. Other grounds and procedure for the reorganization of the Company are determined by Articles 57 – 60, 92 of the Civil Code of the Russian Federation and other federal laws.
13.2. The company may be liquidated voluntarily in the manner established by Articles 61 – 64, 92 of the Civil Code of the Russian Federation, taking into account the requirements of Articles 57 – 58 of the Federal Law “On Limited Liability Companies”.
13.3. The Company may be liquidated by a court decision on the grounds provided for by the Civil Code of the Russian Federation and other current legislation.
13.4. In the absence of a legal successor, documents of permanent storage that have scientific and historical significance are transferred for state storage to the archives of the association ""; documents on personnel (orders, personal files, personal accounts, etc.) are transferred for storage to the archive on the territory of which the Company is located. The transfer and organization of documents is carried out by and at the expense of the Company in accordance with the requirements of archival authorities.
Authorized capital
Must be in the amount of at least 10,000 rubles. Also, the charter must prescribe the procedure for payment of shares by participants.
Increase the authorized capital
It can be further regulated in the charter, for example, in case a certain number of participants join the company. It is also necessary to indicate how the authorized capital can be increased - property, financial assets, bonds, etc.
Reduction of authorized capital
It is necessary to think through and write down the provisions according to which the authorized capital may be reduced. For example, in case one or more participants leave the LLC. It is necessary to describe in detail how the payment of shares will be made in this case, and in what order.
Company property and profit distribution
You should carefully approach the distribution of profits - establish in what order this will happen and within what time frame.
Participants, their rights and obligations, withdrawal and expulsion
It is necessary to indicate the number of participants in the company, carefully describe their rights - participation in the management of affairs, in the distribution of profits, in operations for the alienation of property, in the liquidation of the company, etc. Responsibilities typically include paying dues, not disclosing confidential information, complying with the basic provisions of the articles of association, and obeying the decisions of general meetings of the LLC.
There should also be a procedure for excluding participants. This issue is regulated by Article 12 of the Federal Law on LLCs, which establishes that participants whose shares in the aggregate constitute at least 10% of the authorized capital of the company can apply to the arbitration court to exclude a participant from the company.
According to the law, there are only two grounds for expulsion of a participant:
- gross violation by a participant of his duties arising in connection with participation in the company, provided for by the charter of the company or the legislator;
- committing actions (inaction) that make normal economic activity of the company impossible or significantly complicate it.
Transfer of a participant's share in the authorized capital
In this paragraph, it is necessary to describe in what cases and to whom the share of a company participant can be received. For example, through purchase and sale, by inheritance, as a result of sale to third parties or through a gift agreement. You should also describe the order of a particular procedure, timing and consequences.
Pledge of shares in the authorized capital
Care must be taken in situations where one of the participants pledges his share in the company to third parties. Typically, the following guidelines apply in such cases.
If any participant has pledged his share in the authorized capital to third party creditors, the company has the right to pay the creditors the actual value of the share or part of the share of the company participant. By decision of the general meeting of company participants, adopted unanimously by all company participants, the actual value of the share or part of the share of the company participant whose property is being foreclosed on may be paid to creditors by the remaining company participants in proportion to their shares in the authorized capital of the company, unless another procedure for determining the amount of payment is not provided for by the company's charter or a decision of the general meeting of company participants.
Acquisition by an outside company of a share or part thereof in an LLC
It is necessary to provide for such a case in the charter and describe in what cases an outside company can acquire a share in this company and under what conditions this can happen.
Appeal for recovery of a share or part thereof of a company participant
If a company member is indebted to creditors, the LLC may receive an appeal to recover the share of a specific participant. Such an appeal can only be made on the basis of a court decision. In this case, the company can independently pay the value of the share to the creditors or, if within three months from the date of presentation of the claim by the creditors the company or its participants do not pay the actual value of the entire share or the entire part of the share of the company participant on which foreclosure is applied, foreclosure on the share or part of the share of a company participant is carried out by selling it at public auction.
Company management bodies
The highest governing body of the company should be the general meeting of all participants. The sole executive body is usually the general director. Any member of the company, as well as any third party, can become the general director.
Major transactions and interest of participants
A large transaction is considered to be one that is associated with the alienation, acquisition or possibility of alienation by participants of the property of the authorized capital, the total value of which is twenty-five or more percent of the value of the company’s property, determined on the basis of the financial statements for the last reporting period preceding the day the decision was made to carry out such transactions .
The decision to approve a major transaction by the company is made at a general meeting of participants.
For example, the following transactions are not considered large:
- committed in the normal course of business of the company;
- in a society of one participant;
- upon transfer of a share or part thereof from a participant to the company;
- carried out in the processes of reorganization of society.
The company's charter may provide that in order to carry out major transactions, a decision of the general meeting of the company's participants and the board of directors (supervisory board) of the company is not required.
Procedure for storing documents and providing information
Typically, documents are stored at the address and place of residence of the sole executive body (general director).
Upon written application to the company's address from a participant, audit company or other interested parties, the LLC is obliged to provide its charter and additional documents, which may contain any recent changes.
An LLC is not required to disclose information about itself or its activities. However, if it publicly places securities (for example, bonds), obligations arise in the annual publication of financial reports and balance sheets, and information about the type and direction of the LLC’s activities must also be disclosed; in addition, the law provides for some other grounds when the company must post information about yourself in open sources.
Reorganization and liquidation
The decision to reorganize the company can only be made at a general meeting. In case of merger with other legal entities or creation of new ones, reorganization occurs at the time of state registration.
Liquidation is the complete cessation of the company's activities without the transfer of rights and obligations through succession to other persons. The property of the liquidated company remaining after completion of settlements with creditors is distributed among the participants of the Company in order of priority. The decision to liquidate can be made by the participants unanimously (voluntary liquidation) or by the court (forced liquidation).
Reorganization of a company can be carried out in the form of merger, accession, division, spin-off and transformation. During reorganization, appropriate changes are made to the existing charter.
Reorganization of society with a simultaneous combination of its various forms is allowed. An LLC has the right to transform into a joint-stock company, business partnership or production cooperative.
Final provisions
Here it is necessary to mention that the charter will be in force from the moment of state registration/amendment of the limited liability company.
The charter is the main document necessary for the registration of a new legal entity and its further activities. When creating a business entity, the Charter is first developed, since it is this document that regulates what the enterprise will do, how it will be managed, where it will be located, and what amendments should be made.
The development of a sample Charter of an LLC enterprise can be carried out either by the founders of the legal entity themselves, or they can entrust this matter to specialists - lawyers.
Another option is to use the Charter, which is approved by the founders of the LLC or a body authorized by the founders. This Charter is used more often in practice. What is contained in the document developed at the meeting of founders?
The following information is entered:
- Company name
- Type of organizational and legal form (LLC)
- Address of the location of the enterprise
- Control order
- Other information that is required to be entered in accordance with the specific type of activity of the enterprise
In general, the charters of different enterprises cannot be drawn up identically. This is due to the fact that each legal entity has a different organizational structure (director, general director), vests the manager with a different amount of authority, and conducts different business activities.
Mandatory clauses of the Charter
The charter of a legal entity must fully reflect the activities of the business entity. To ensure that all information is fully reflected, the standard LLC Charter, as a rule, contains the following sections:
Registration
When registering an LLC in the Unified State Register of Legal Entities, the registrar is provided with the LLC Charter and a number of other documents. If required in the future, they will also need to be registered in the Unified State Register of Legal Entities.
The charter can be developed individually for each specific organization, but must include the mandatory information specified in Article 12 of the Law “On LLC”:
- full and abbreviated company name of the company;
- location of the company;
- information about the composition and competence of the company’s bodies;
- size of the authorized capital;
- rights and obligations of company participants;
- the procedure and consequences of a participant’s withdrawal from the company;
- the procedure for transferring a share or part of a share in the authorized capital to another person;
- procedure for storing company documents;
- the procedure for providing information by the company.
When preparing a package of documents for registering an organization using our service, you will receive a ready-made LLC charter containing the individual information you entered. You can adjust the resulting version of the charter of a limited liability company at your discretion, but take into account the need to contain mandatory information.
Standard LLC Charter 2018
The concept of “Standard LLC Charter” was introduced by Article 52 of the Civil Code of the Russian Federation in September 2014, however, in practice, the possibility of registering an organization on the basis of a standard Charter has not yet been implemented. The model charter will not be submitted when registering an organization in either paper or electronic form. When accepting documents, the registration authority will simply note that the legal entity operates on the basis of a standard charter, samples of which are being developed by the Federal Tax Service of Russia. Information about this will be indicated in the Unified State Register of Legal Entities.
They are not mandatory, so the possibility of developing individual charters in paper form remains. Already created organizations have the right to freely switch from a standard charter to an individual one and vice versa.
Issues requiring consideration when preparing the LLC charter
In addition to the mandatory information about the organization indicated above, the founders can consider a number of issues in the charter:
1.The period for which the organization is created. By default, an LLC is created without a term limit, but the charter may provide for the exact period of existence of the company.
2.Changing the authorized capital of an LLC. According to the rule of Article 38 of the Federal Law “On LLC”, a change in the authorized capital is adopted by a majority - at least 2/3 of the votes of the company’s participants. However, the law gives participants the opportunity to establish in the charter the rule that the decision to change the Criminal Code must be made unanimously.
3.Alienation of a share or part thereof by an LLC participant to another. Article 21 of the Law “On LLC” allows participants to freely alienate (sell or donate) their shares to other participants. At the same time, the charter of an LLC may provide for the need to obtain consent to the relevant transaction from other participants and the LLC itself.
4.Alienation of a participant's share or a share of the LLC itself to a third party. The law makes it possible to establish in the charter a ban on the alienation of a participant’s share or a share owned by an LLC to third parties.
5.Transfer of a participant's share to his legal successors or heirs. According to the general rule of Article 21 of the Federal Law “On LLC”, the shares of participants pass to their legal successors or heirs, but such a right may be prohibited if the participants include a corresponding provision in the charter of the LLC.
6.Pledge of LLC shares to a third party. The transfer of a share as collateral to a third party is possible only with the consent of the general meeting of participants, but the charter may also provide for a complete ban on collateral.
7.The company's preemptive right to acquire a participant's share. The charter may include a provision on the company’s preemptive right to acquire a share when a participant sells it to a third party.
8.Withdrawal of a participant from the LLC. Please note that the law allows a participant to leave an LLC only if such a possibility is established by the charter. If you want to allow the withdrawal of a participant so that his share passes to the LLC (with compensation for its cost), then include such a clause in the charter.
9.Making decisions at the general meeting of participants. On certain particularly important issues, participants may indicate in the charter the number of votes required to make decisions on such issues, but not less than 2/3 of the total number of votes. Contributions towards payment of the authorized capital.
10.Prohibition on contributions to pay for the authorized capital of certain property. The charter may stipulate that certain types of property or property rights cannot be taken into account as payment of the authorized capital.
Compliance with all the rules listed above will help you avoid annoying mistakes when creating an LLC charter, 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.
