Charter of LLC (sample). How to write an LLC charter: what nuances and features should be taken into account

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:

1. The charter specifies the name of the LLC in full and abbreviated forms (including, if necessary, in foreign languages).
2. You need to indicate the address of the LLC, that is, information about its location.
3. The charter must reflect the types of activities of the enterprise planned by the founders. Although it is best to indicate in advance that the work of the LLC will not be limited only to the types of activities listed in the charter.
4. The limits of competence of the LLC’s management bodies should be clearly described and delineated. It is very important that the charter contains a list of issues that can only be resolved at a general meeting of founders.
5. Information is required on the amount of the authorized capital of the LLC. Data on the shares of individual participants, as already mentioned, do not need to be indicated.
6. The rights and responsibilities of participants should be outlined as clearly as possible.
7. The procedure for the withdrawal of participants from the LLC should be strictly prescribed, including the transfer of a share of capital from the withdrawn participant to another (if provided for).
8. Rules for storing documents, general principles 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 not only an individual, but also a legal entity represented by several individuals can act as a sole founder. There is nothing illegal about this.

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

Enterprise with several founders

If there are two or more founders, then the charter must clearly delimit their powers when making decisions and official relationships with each other. First of all, this is related to financial issues and issues of membership in the founders. Thus, the charter regulates the issues of whether participants have the right to 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:

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

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

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

To avoid 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.

July 2009 was marked by the entry into force of the new LLC law. This regulatory act primarily provides for the rule according to which the LLC Charter is recognized as the only constituent document of such an organization. But its development and proper design raise many questions that are worth trying to figure out.

Charter of a limited liability company is a constituent document that contains provisions regulating the activities of the organization. First of all, it is needed for registration, but it also establishes the order of relationships between participants.

The articles of association must be developed before signing the memorandum of association. The approval of the charter is carried out upon the establishment of the company. The provisions of this document regulate not only the registration of the company, but also the procedure for changing its provisions and registration documents.

Design and content of the Charter

Model charter of an organization (LLC, JSC, CJSC, LLP, etc.) is a document that clearly describes the relationships between participants in society, so its development is an important and very serious process. The creation of the Charter should be entrusted to an experienced lawyer who knows the law well. With this approach, the document will be compiled not only efficiently, but also quickly.

To simplify the process of creating a charter, you can take a sample of this document from an organization that has already passed the registration stage. Naturally, developing the Charter manually requires large material costs, so the most popular method is to draw it up using a template.

The charter must contain sections:

1. Full and abbreviated name of the LLC (if a name in a foreign language is used, it must also be indicated);
2. Legal address of the LLC;
3. Existing branches, representative offices;
4. Types of activities of the LLC (on the advice of experts, you can add wording that these types will not be limited to those indicated);
5. Competence of governing bodies (it is necessary to distinguish between the exclusive competence of the general meeting of company participants);
6. Information on the amount of authorized capital;
7. Rights and obligations of participants;
8. Rules for leaving the company and transferring a participant’s share to another participant;
9. The procedure for distribution of profits and company funds;
10. Procedure for storing documents;
11. Other information.

Requirements for drawing up the LLC Charter:

• Number of numbered and laced pages;

• The applicant’s signature and its transcript (full name);

• Seal of the society. It is necessary when making changes. If we are talking about a primary organization, then there cannot yet be a seal, which means it is not affixed.

In addition, there is a recommendation to draw up two copies of the Charter in case they are required by government authorities. It would also be useful to make copies of the document. All sheets of the Charter (including the title page) are copied and drawn up as the original Charter. Only the sealing sheet should not contain signatures or seals.

Further, the preparation of copies falls on the shoulders of the tax office, which accepts documents for registration. But it will be necessary to make a request for a copy of the Charter (with payment of a state fee, but this is not always charged). The request is drawn up in free form and signed by the manager. If we are not talking about initial registration, then in addition to the signature, the company’s seal is also required.

Charter of an LLC with one founder

The charter of a company with a single founder has some features. Firstly, an organization of this kind can be registered at the home address of the general director. This address is also indicated in the Charter as the address of the company itself. There are also specifics regarding the term of office of a manager. It is usually installed indefinitely.

Both an individual and a legal entity (except for another company with a single founder) can act as the sole founder.

Charter of an LLC with two or more founders

If an enterprise has several founders, then the LLC Charter must necessarily contain the procedure for the relationship between them. This is especially true for the financial side of their activities. It is necessary to note whether it is possible for a participant to freely exit the LLC. It is worth immediately determining how the shares of former founders are alienated and the mechanism for their protection.

The Charter must indicate the procedure for exercising the pre-emptive right to buy out the share of another participant (you can indicate what the criteria for determining the price for the share that is being alienated are). It is possible to provide for the alienation of a share to a third party (by way of gift or inheritance).

The charter must necessarily determine the procedure and timing of payment of the value of the share to the withdrawing participant.

Where can I get an example of an LLC Charter?

The general director or accountant of the organization should know how to correctly draw up the Charter of a limited liability company. You can write the Charter yourself, or you can create it using a template. If everything is quite clear with the first option, then for the second there is one rule. It is better to take the Charter template from an official source that enjoys trust and authority. These are information and legal portals and systems that monitor all changes in legislation and contain the newest and most recent information in the field of law.

Examples of the Charter for an LLC can be seen in the legal database “Garant” and “Consultant”. You can also download the standard form of the LLC Charter (sample)

A limited liability company is a commercial non-public organization. The authorized capital of the LLC is divided between the participants into shares. Such a company can be created by one or several founders - up to 50 individuals or legal entities are allowed to participate in the company.

If you want to create your own company, and at the same time do not want to attract partners to it, then keep in mind that the sole participant of an LLC cannot be another organization that also consists of one participant.

The procedure for creating a company consisting of one participant is slightly different from registering a commercial company by several persons. In this case, the decision to open is made by one person, and the establishment agreement is not concluded. But as for the charter, it is also mandatory in cases where the company is registered by a single founder.

What is a charter

The activities and management of a limited liability company must comply with the special law “On LLC” No. 14-FZ of February 8, 1998. And in accordance with this law, any LLC operates on the basis of the charter - the only constituent document of the company.

The charter is a document that describes the goals of the company, the principles of its activities, indicates the procedure for transferring shares in the authorized capital, storing documents, providing information, etc.

Together with the decision to establish and the application for state registration of the company, the charter is submitted to the tax office. Without a charter, an LLC with one founder simply cannot register a legal entity.

The charter can be developed personally by the business owners or by professional registrars. But whatever the charter of an LLC with one founder in 2019, it must contain the mandatory information specified in Article 12 of the Law “On Limited Liability Companies”.

Here is a short list of them:

• corporate name of the limited liability company (full and abbreviated);

• location of the organization;

• composition and competence of the company's bodies;

Composition and competence of the company's bodies

• size of the authorized capital;

• rights and obligations of participants;
• procedure and consequences of withdrawal of a participant from the company (in the case where the charter provides for such a possibility);
• procedure for transferring a share or part thereof in the authorized capital to another person;
• the procedure for storing organization documents and providing information about its activities.

How to draw up the charter of an LLC with one participant

The Law “On Limited Liability Companies” does not make exceptions for a charter with one participant, therefore all of the above information must be reflected in the document.

The title page indicates that the charter was approved by the decision of the sole founder. The charter is approved by the minutes of the general meeting only when a limited liability company is registered by several founders.

The law does not specify how many pages or sections there must be in the articles of incorporation. If you have already tried to download the charter of an LLC from available sources, you probably noticed that there are options for multi-page samples and those that consist of two or three pages. There are even charters that are only one page long.

The fact is that multi-page charters largely copy the articles of Law No. 14-FZ, in force at the time of registration of the company. This is not particularly necessary because regulations change frequently. It will be enough to indicate that the organization was created and operates in accordance with the Civil Code of the Russian Federation and the Law “On Limited Liability Companies”.

If during the course of the company’s activities some provisions of the charter no longer suit you, then a new version of the charter, a participant’s decision to change, form P13001 and a receipt for payment of a duty for 800 rubles are submitted to the tax office.

On April 29, 2018, changes to the law on state registration come into force. According to these changes, only one printed copy of the charter is submitted to the tax office (previously there were two). After successful registration, the Federal Tax Service Inspectorate sends an electronic version of the charter with its mark.

Standard LLC charter for one founder

For several years now, the Federal Tax Service has been planning to approve draft standard charters that can replace individually developed constituent documents. The standard charter will not contain information about the company name, location and amount of the authorized capital.

The texts of model charters will be made publicly available. The founders, when filling out an application for registration in form P11001, will simply make a mark in one of the fields to select their version of the charter.

Unfortunately, the process of developing and approving model charters has been significantly delayed. At one stage of the discussion, the Ministry of Economic Development, which was tasked with preparing the texts of standard charters, proposed four options for the constituent document.

One of them was developed specifically for a single founder who will run his own company. You can familiarize yourself with this option and use it as the basis for your charter.

But later the Ministry abandoned the multi-page options and immediately developed 36 options for short charters. They are now posted on the official portal of draft regulatory legal acts, and you can also familiarize yourself with them.

The Charter is the only constituent document of a Limited Liability Company. This document sets out the rules for regulating all activities of the enterprise. The presence of a Charter is a mandatory requirement for creating an LLC, so its development begins even before the organization is registered.

What is it needed for?

The charter is included in the package of documents required for registration of an organization and initiates this procedure. It is also the basis for making serious changes in the activities of the organization - for changing the general director, the composition of the founders and changing the size of the authorized capital.

The charter is important not only for inspection bodies and for gaining access to legal activities, but also for the organization itself. Its importance to her is as follows:

This is the main document in which describes the work procedure of the management level of the organization– members of the company and the general director. There are no separate job descriptions or regulations for their activities.

The Charter specifies rights and obligations of all participants in relation to this society. If one of the participants fails to fulfill his duties, there is a possibility of his removal (by judicial procedure).

The order of all material transactions is also stated in the Charter. This includes issues of transfer of ownership, inheritance, donation, sale of shares to outsiders, distribution of profits and withdrawal from members. These points must be treated with the greatest attention, because they are the weak link for possible attempts to seize the enterprise by raiders.

That is, a correctly drawn up Charter will help organize a management system and increase the efficiency of the enterprise.

How to develop?

There are two options for creating a Charter - modification of a ready-made template and individual development. The last option involves hiring a lawyer to write a document from scratch, specifically for a given organization. This means additional costs - both time and money.

If the company is small, and its founder is also the general director, then you can find on the Internet a ready-made Charter of another organization or a template and change the data in it in accordance with the specifics of your activity. The main requirement will be relevance, that is, compliance with current legislation.

If the founder and the general director are different people, then the former must necessarily control the content of such a section of the Charter as “Governing Bodies”. You need to make sure that the CEO will not be able to gain ownership of the company under any circumstances.

When drawing up a new Charter or editing an already prepared one, you must take into account that this document must necessarily contain the following information:

Name of the organization– full, abbreviated and, if available, in a foreign language.

Legal address. If there is only one founder, then this address may even be his apartment or house. If there are several founders, then it is required - purchased as property or on a leasehold basis, with documents confirming this.

Controls– it is necessary to determine their composition and boundaries of competence. The governing bodies include the general director and the general meeting of participants (if there is more than one founder). It is recommended to indicate a list of issues that can only be resolved by the meeting.

Statutory capital. According to the new legislation, only the amount is needed, without indicating the shares of the participants. The minimum amount is ten thousand rubles. Capital can be contributed either in cash or in the form of property.

Rights and obligations participants. This section can be copied from the LLC law, but with some points elaborated. For example, add rights or responsibilities to the founder, who will be the CEO.

Withdrawal of participants transfer of shares to third parties. It should be noted in what cases and under what conditions these actions are performed.

In the last part you need to indicate place of storage of the Charter, and also where information about the LLC will be posted, which is subject to mandatory publication.

The content of the Charter is not limited to these subparagraphs; the founders can add the necessary information at their discretion. The only point is that you should not enter the names and surnames of the participants, as well as the size of their shares, so that if the composition of the founders changes, re-registration of the company will not be necessary.

An example of the LLC Charter is also in the video.

With one founder

If there is only one founder, then the procedure for writing the Charter and generally organizing the activities of the enterprise is simplified.

Firstly, you don’t need to look for a premises, pay money to buy or rent it. The legal address may well be the founder’s residential address.

Secondly, the standard LLC Charter can be found on the Internet and you can only slightly change the information in it, adjusting it to your organization. There is no need to coordinate its contents with other founders or develop a new document.

Third, It’s easier to organize management work by once stipulating in the charter the responsibilities of the founder and general director(which are most often the same person, especially in small companies). And the duration of their powers may not have a time frame, that is, they are indicated as unlimited.

The founder can be not only an individual, but also a legal entity (including one consisting of several individuals). The only limitation is that a person cannot simultaneously be the sole founder of two different LLCs; this is prohibited by law.

Charter of an LLC with two or more founders

There are more nuances in this situation. The Charter must contain a clear delineation of the rights and responsibilities of all participants, as well as their powers and areas of competence. Key issues to be covered in the document:

Can participants leave the founders? and if so, under what conditions. According to the old legislation, all participants (except one, the last one) had the right to leave the membership, but now this possibility is prescribed in the Charter.

What role does the CEO or founders' meeting play? when making decisions to exclude someone from the participants, can they initiate and resolve this issue.

Is it possible to sell your share to outsiders? up to the calculation of the value of the alienated share. Some organizations do not allow this possibility, while others are as open as possible to new investors.

Is it provided the right to give or inherit your share, and whether there is a priority right. It represents the first opportunity for one of the participants to buy the share of another participant if he is going to sell it. This will allow the rights to enterprises to remain in the same hands, preventing third parties from taking ownership.

All these issues need to be thought through and described very carefully, since this will help in the future to protect the company being created from dishonest actions of the founders or outsiders.

Correct design

To understand how to correctly draw up the Charter of an LLC, it is best to look at a version of a ready-made document.

It is being created usually in duplicate– either two originals, or an original plus a copy (requirements differ slightly in different tax departments). One of them, after certification by the tax office, remains there, and the second is issued to the person who registers the company.

After drawing up and approval by the founders, the finished Charter is stitched and numbered. Numbering is added from the second sheet (in this case, the title page is considered the first, but there is no need to put anything on it).

On the reverse side of the Charter, stitched on the dream, a paper seal is placed. It is written on it how many stitched and numbered sheets are in the document and the applicant’s signature is placed. The signature must be decipherable (that is, indicate the full last name, first name and patronymic).

The same requirements for registration are imposed in the event of a complete change of the Charter in the course of the organization’s activities. Only in this case, the seal will still need to be stamped by the company.

If a copy is made, then all sheets are photocopied, from the title page to the last page. They are stitched and sealed in the same way, but no signatures or seals are required. Next, the document will be drawn up by tax officials.

How to register?

After completing the document (several copies), the applicant selected at the meeting must register it with the tax office. Registration of the LLC Charter takes place in the branch of the Federal Tax Service, to which the legal address of the organization belongs (home address of one founder or office location).

In order for the LLC Charter to be accepted and registered, the applicant must bring the following documents:

• The Charter itself, correctly drawn up and in two copies;
• a receipt confirming payment of the state duty (its amount is 4,000 rubles);
• a notarized application in the Federal Tax Service form, signed by the applicant;
• protocol of the decision on the creation of an LLC, including information regarding the participants and director, the date of the decision, the size of the authorized capital, etc.).

Only the applicant or his authorized representative can submit documents for registration. In the first case, the registered Charter will be handed over in five days, and in the second, it will be sent by mail.

If a copy is also registered, then you also need to pay a state fee for it and write a request for a copy of the Charter. Such a request is drawn up in free form, with the signature of the manager.

How to make changes?

Changes to the information in the Charter may carried out by completely updating it or using an application sheet, indicating the edited data. This leaflet is simply added to the main text of the Charter and has the same legal force.

The reason why the Charter is changed completely or changes are made to it is to update such important information as:

• changing the name of the organization;
• change of legal address;
• increase or decrease in the amount of authorized capital;
• significant changes in the activities of the organization, which must be reflected in the charter;
• liquidation or opening of branches;
• change of governing bodies of the organization;
• changing the term of office of a manager.

In order to bring the LLC Charter into compliance, you need to:

1. In the case of several founders, arrange a general meeting and, based on its results, issue a protocol on making changes. Decisions will be made on the basis of this protocol. If there is only one founder, then he immediately draws up this decision.
2. Edit the necessary items and print a new copy of the charter, format it in accordance with the requirements (in this case, printing is required).
3. Write an application (form 13001) for state registration of changes to constituent documents. The signature of the applicant (most often the director) must be certified by a notary. The application must also indicate the legal consequences of the changes made.
4. After paying the state fee, submit the documents to the tax office and wait for the registered document.

What to do if the charter is damaged or lost?

No Of course, there is no provision for administrative liability or fines in this case. But it will not be possible to restore the original Charter, even if the tax office has a second copy. After losing your original, the only possible option is to obtain a copy of the document.

To do this, you need to apply for a copy to the territorial office of the Federal Tax Service. After paying the state fee (200-400 rubles, depending on the urgency of the case), you can receive a document with a stamp from the tax office. The stamp will be labeled “copy”.

When creating the Charter, you need to remember its exceptional importance for the new organization. It contains not only information about the organization, but also all important issues regarding its operation, management and changes. All subsequent documents regulating the activities of the LLC will be adopted on the basis of the Charter and must be consistent with its contents.

Below is a sample LLC charter in general form; this option is suitable for those who have already dealt with drawing up charters for legal entities and are looking for a basic option. If you are just registering a company and you need an individual charter with all the changes and amendments of 2019, we recommend creating it in our service:

If one founder:
APPROVED
decision No. 1 of the sole founder

from xx____________ 201x

If there are several founders:
APPROVED
decision of the general meeting of participants
Limited Liability Company "_____________________"
Protocol No. 1 dated xx____________ 201x

U S T A V
Limited Liability Companies
«_____________________»

Moscow city
2019

1. NAME, LOCATION AND DURATION OF OPERATION OF THE COMPANY

1.1. This Charter determines the procedure for the organization and activities of a commercial organization - Limited Liability Company "_____________________", hereinafter referred to as the "Company", created in accordance with the current legislation of the Russian Federation, including Federal Law dated 02/08/1998 No. 14-FZ "On limited liability companies" (hereinafter referred to as the "Law").
1.2. Names of the Company:

The full corporate name of the Company in Russian is Limited Liability Company “_____________________”.

The abbreviated name of the Company in Russian is LLC “________________”.
1.3. The location of the Company is determined by the place of its state registration. The company is registered at the address: index, city_____________________, st. __________, d. ____, office. _______.

1.4. The Company is a non-public commercial corporate organization.

1.5. The company was created without limiting the period of its activity.

2. PARTICIPANTS OF THE SOCIETY

2.1. A member of the Company is a person who owns a share in its authorized capital.
2.2. Members of the Company may be any individuals and legal entities who, in accordance with the procedure established by the legislation of the Russian Federation and this Charter, have acquired a share in the authorized capital of the Company, with the exception of those persons for whom the legislation of the Russian Federation has established restrictions or prohibitions on participation in business companies.
2.3. The number of members of the Society should not be more than fifty. If the number of participants exceeds the established limit, the Company is subject to transformation into a joint stock company within one year.
2.4. The Company ensures, in accordance with the requirements of the Law, the maintenance and storage of a list of members of the Company indicating information about each member of the Company, the size of its 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.

3. GOALS AND TYPES OF ACTIVITIES OF THE COMPANY

3.1. The goal of the Company's activities is to achieve maximum economic efficiency and profitability, the most complete and high-quality satisfaction of the needs of individuals and legal entities in the products produced by the Company, work performed and services.
3.2. The main activities of the Company are:

• type of activity according to OKVED without code;
• etc.

3.3. The Company has the right to carry out any other types of activities not prohibited by the legislation of the Russian Federation.
3.4. The Company may engage in certain types of activities, the list of which is determined by the federal laws of the Russian Federation, only on the basis of a special permit.

4. LEGAL STATUS OF THE COMPANY

4.1. The company is considered created as a legal entity from the moment of its state registration.
4.2. The company owns separate property, which is accounted for on its independent balance sheet, and can, in its own name, acquire and exercise property and personal non-property rights, bear responsibilities, and be a plaintiff and defendant in court.
The Company may have civil rights and bear civil responsibilities necessary to carry out any types of activities not prohibited by federal laws, if this does not contradict the subject and goals of the Company's activities.
4.3. The company is liable for its obligations with all its property.
4.4. The Company is not liable for the obligations of the state and its bodies, as well as for the obligations of its participants. The state and its bodies are not responsible for the obligations of the Company. Members of the Company are not liable for its obligations and bear the risk of losses associated with the activities of the Company, within the value of their shares in the authorized capital of the Company.
Participants of the Company who have not fully paid for their shares bear joint liability for the obligations of the Company within the limits of the value of the paid and unpaid parts of their shares in the authorized capital of the Company.
4.5. The company can create independently or participate in the establishment of newly created legal entities, including with the participation of foreign legal entities and individuals, as well as create its own branches and open representative offices, both in Russia and abroad.
4.6. Subsidiaries and dependent business companies are legal entities and are not liable for the obligations of the Company, and the Company is not liable for the obligations of such companies, except for cases provided for by the legislation of the Russian Federation.
4.7. The working language of the Society is Russian. All documents related to the activities of the Company are drawn up in the working language.
4.8. The Company has a round seal, stamps and forms with its name. A company may have a trademark, as well as a corporate emblem and other means of individualization.
4.9. Society has its own balance. The Company has the right to open bank accounts on the territory of the Russian Federation and abroad.

5. BRANCHES AND REPRESENTATIVES OF THE COMPANY

5.1. Branches and representative offices of the Company act on behalf of the Company on the basis of the Regulations on them , are not legal entities; they are endowed with property at the expense of the Company’s own property.
The Company is liable for obligations related to the activities of the branches and representative offices of the Company.
5.2. The decision on the creation of branches and representative offices and their liquidation, approval of the Regulations on them, as well as the introduction of appropriate amendments to this Charter, are made by the General Meeting of Participants of the Company in accordance with the legislation of the Russian Federation and the country of establishment of the branches and representative offices.
The head of a branch or representative office of the Company is appointed by the Sole Executive Body of the Company and acts on the basis of a power of attorney issued by the Company.
5.3. Information about branches and representative offices of the Company: none.

6. AUTHORIZED CAPITAL OF THE COMPANY

6.1. The authorized capital of the Company determines the minimum amount of the Company's property guaranteeing the interests of its creditors, and consists of the nominal value of the shares of the Company's participants.
6.2. The authorized capital of the Company is equal to __________ (amount in words) rubles.
6.3. The company may increase or decrease the size of its authorized capital. Changes in the size of the authorized capital are carried out by decision of the General Meeting of Participants. The decision to change the size of the authorized capital of the Company comes into force after making appropriate changes to this Charter and their state registration in the manner prescribed by law.
6.4. An increase in the authorized capital of the Company is permitted only after its full payment.
An increase in the authorized capital of the Company may be carried out at the expense of the Company’s property and (or) at the expense of additional contributions of the Company’s participants to the authorized capital, and (or) at the expense of contributions to the authorized capital of third parties accepted as members of the Company.
The procedure for increasing the authorized capital is determined by law.
6.5. In the event of an increase in the authorized capital, participants may contribute money, securities, other things or property rights, or other rights with a monetary value as payment for shares.
6.6. The Company has the right, and in cases provided for by law, is obliged to reduce its authorized capital.
The authorized capital may be reduced by reducing the nominal value of the shares of all participants in the authorized capital of the Company and (or) redeeming shares owned by the Company.
The procedure for reducing the authorized capital is determined by law.

7. RIGHTS AND OBLIGATIONS OF PARTICIPANTS. TRANSFER OF SHARE IN AUTHORIZED CAPITAL. EXIT OF A PARTICIPANT FROM THE SOCIETY

7.1. Members of the Society have the right:
- participate in the management of the affairs of the Company in the manner established by the Law and this Charter, including being present at the General Meeting of Members of the Company, making proposals to include additional issues on the agenda of the General Meeting of Members of the Company, taking part in the discussion of issues on the agenda and voting upon adoption decisions;
- receive information about the activities of the Company and get acquainted with its accounting books and other documentation in the manner prescribed by this Charter;
- take part in the distribution of profits;
- sell or otherwise alienate their shares or parts of shares in the authorized capital of the Company to one or more members of the Company or to another person in the manner prescribed by the Law and this Charter;
- acquire a share (part of a share) of another member of the Company at the price offered to a third party in proportion to the size of their shares in the manner established by the Law and this Charter (preemptive right of purchase);
- pledge their shares or parts of shares in the authorized capital of the Company to another member of the Company or, with the consent of the General Meeting of Members of the Company, to a third party. The decision of the General Meeting of Members of the Company to give consent to pledge a share or part of a share in the authorized capital of the Company owned by a member of the Company is adopted by a majority vote of all members of the Company. The votes of a Company participant who intends to pledge his share or part of the share are not taken into account when determining the voting results;
- leave the Company by alienating their shares to the Company or demand that the Company acquire a share in cases provided for by the Law;
- in the event of liquidation of the Company, to receive part of the property remaining after settlements with creditors, or its value in accordance with the size of their shares in the authorized capital of the Company.
Participants also have other rights provided for by the Law and this Charter.
7.2. In addition to those specified in clause 7.1. of this Charter of Rights, the participant(s) of the Company may be granted additional rights by making appropriate additions to this section of the Charter.
Additional rights granted to a specific member of the Company, in the event of alienation of his share or part of the share to the acquirer, are not transferred to the acquirer.
A member of the Company who has been granted additional rights may refuse to exercise the 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.
7.3. Members of the Society are 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 Law and the agreement on the establishment of the Company;
- make contributions to the property of the Company by decision of the General Meeting of Participants of the Company;
- not to disclose information about the activities of the Company, in respect of which a requirement to ensure its confidentiality is established;

Obtain the consent of the remaining members of the Company for the alienation, other than the sale, of their shares or parts of shares to third parties;

Obtain the consent of the General Meeting of Participants to transfer their shares or parts of shares as collateral to other members of the Company or third parties;
- promptly inform the Company about changes in information about their name, place of residence or location, as well as information about their shares in the authorized capital of the Company. If a member of the Company fails to provide information about changes in personal information, the Company shall not be liable for losses caused in connection with this.
Participants also bear other obligations provided for by the Law.
7.4. In addition to those specified in clause 7.3. of this Charter of responsibilities, the participant(s) may be assigned additional responsibilities by making appropriate additions to this section of the Charter.
Additional obligations assigned to a specific member of the Company, in the event of alienation of his share or part of the share to the acquirer, do not pass to the acquirer.
7.5. Members of the Company enjoy the preemptive right to purchase a share or part of a share of a member of the Company at the price offered to a third party in proportion to the size of their shares.
If the Company participants have not exercised their pre-emptive right to purchase a share or part of the share of a Company participant, the Company has a pre-emptive right to purchase it at the price offered to a third party.
7.6. A member of the Company who intends to sell his share or part of the share in the authorized capital of the Company to a third party is obliged to notify in writing about this the other members of the Society and the Company itself by sending through the Company at his own expense a notarized offer addressed to these persons and containing an indication of the price and other terms of sale. An offer to sell a share or part of a share in the authorized capital of the Company is considered received by all participants of the Company at the time of its receipt by the Company. Moreover, it can be accepted by a person who is a member of the Company at the time of acceptance, as well as by the Company in cases provided for by this Charter and the Law. An offer is considered not received if, no later than the day of its receipt by the Company, the Company's participants received a notice of its withdrawal. Revocation of an offer to sell a share or part of a share after its receipt by the Company is permitted only with the consent of all members of the Company.
Participants of the Company have the right to exercise the preemptive right to purchase a share or part of a share in the authorized capital of the Company within 30 (thirty) days from the date of receipt of the offer by the Company.
The decision on the Company's acquisition of a share or part of a share not acquired by the Company's participants is made by the sole executive body of the Company. The sole executive body of the Company must make a decision on the acquisition no later than 10 (ten) days from the date of expiration of the thirty-day period from the date of receipt of the offer by the Company.
The preemptive right to purchase a share or part of a share in the authorized capital of the Company from participants and from the Company terminates on the day:
- submitting an application for refusal to use this preemptive right, drawn up in the form and manner prescribed by the Law;
- expiration of the period for using this preemptive right.
7.7. If, within forty days from the date of receipt of the offer by the Company, the members of the Company or the Company do not exercise the preemptive right to purchase a share or part of a share in the authorized capital of the Company offered for sale, including those formed as a result of the refusal of individual participants of the Company and the Company from the preemptive right to purchase shares or part of a share in the authorized capital of the Company, the remaining share or part of a share can be sold to a third party at a price that is not lower than the price established in the offer, and on the terms that were communicated to the Company and its participants.
7.8. The assignment of the pre-emptive right to purchase a share or part of a share in the authorized capital of the Company by participants or the Company is not permitted.
7.9. The assignment of a share or part of a share in the authorized capital of the Company must be made in the form and manner established by the Law.
7.10. The Company, in the manner prescribed by the Law, must be notified of the assignment of a share or part of a share in the authorized capital of the Company.
7.11. Except for the cases specified in paragraph 7 of Art. 23 of the Federal Law “On Limited Liability Companies”, a share or part of a share in the authorized capital of the Company passes to its acquirer from the moment the relevant changes are made to the unified state register of legal entities. Entry into the unified state register of legal entities of an entry on the transfer of a share or part of a share in the authorized capital of the Company in cases that do not require notarization of a transaction aimed at alienating a share or part of a share in the authorized capital of the Company is carried out on the basis of title documents.

The acquirer of a share or part of a share in the authorized capital of the Company is transferred to all the rights and obligations of a member of the Company that arose before the transaction aimed at alienating the specified share or part of the share in the authorized capital of the Company, or before the emergence of another basis for its transfer, with the exception of additional rights granted to this member of the Company, and the responsibilities assigned to him.

A member of the Company who has alienated his share or part of a share in the authorized capital of the Company bears an obligation to the Company to make a contribution to the property that arose before the transaction aimed at alienating the specified share or part of a share in the authorized capital of the Company, jointly and severally with its acquirer.

7.12. When withdrawal of a participant from the Company his share passes to the Company from the date the Company receives the participant’s application to leave the Company. The Company is obliged, within 6 (six) months, to pay to the participant who filed an application to leave the Company the actual value of his share in the authorized capital of the Company, determined on the basis of the data in the Company’s financial statements for the last reporting period preceding the day of filing the application to leave the Company, or with the consent of this member of the Company, give him in kind property of the same value or, in the event of incomplete payment by him of the share in the authorized capital of the Company, the actual value of the paid part of the share.
The withdrawal of a participant from the Company does not relieve him of his obligation to the Company to make a contribution to the property of the Company, which arose before filing an application for withdrawal from the Company.
7.13. In case of acquisition of a participant's share (part thereof) by the Company, it is obliged to sell it to other participants or third parties within a period of no more than one year in the manner prescribed by the Law. During this period, the distribution of profits, as well as the adoption of decisions by the General Meeting, is made without taking into account the share acquired by the Company. If during the year the Company has not sold its share, it is obliged to reduce the authorized capital by an amount equal to the nominal value of such share.

8. PROFIT DISTRIBUTION. SOCIETY FUNDS

8.1. The company has the right once a year [quarterly, every six months] make a decision on the distribution of net profit (part of it) among the participants of the Company. Such a decision is made by the General Meeting of Participants of the Company.
8.2. Part of the Company's profit intended for distribution among its participants is distributed in proportion to their shares in the authorized capital of the Company.
8.3. In cases provided for by the Law, the Company does not have the right to make a decision on the distribution of profits between participants and pay out profits, the decision to distribute which has been made.
8.4. By decision of the General Meeting of Participants, reserve and other funds may be created in the Company at the expense of the Company’s net profit. The procedure for creation, size, purposes for which the funds of such funds can be spent, the procedure for spending the funds' funds are determined by the decision on their creation.

9. MANAGEMENT BODIES OF THE COMPANY

9.1. The management bodies of the Company are:
- General meeting of participants;
- sole executive body of the Company - General Director [Director, President].

10. GENERAL MEETING OF PARTICIPANTS

10.1. The highest governing body of the Company is the General Meeting of its participants.
10.2. The exclusive competence of the General Meeting of Participants of the Company includes:
10.2.1. determination of the main directions of the Company’s activities;
10.2.2. making decisions on participation in associations and other associations of commercial organizations;
10.2.3. amendment of this Charter, including change in the size of the authorized capital of the Company;
10.2.4. election/appointment of the sole executive body of the Company and early termination of its powers;
10.2.5. establishing the amount of remuneration and monetary compensation to the sole executive body of the Company, members of the collegial executive body of the Company;
10.2.6. approval of annual reports and annual balance sheets;
10.2.7. making a decision on the distribution of net profit, including among the members of the Company;
10.2.8. approval or adoption of documents regulating the organization of the Company’s activities (internal documents of the Company);
10.2.9. making a decision on the placement by the Company of bonds and other issue-grade securities, as well as approving the terms of their placement;
10.2.10. acquisition of bonds and other securities placed by the Company;
10.2.11. appointment of an audit, approval of the auditor and determination of the amount of payment for his services;
10.2.12. making a decision on the reorganization or liquidation of the Company;
10.2.13. appointment of a liquidation commission and approval of liquidation balance sheets;
10.2.14. making a decision on the completion by the Company of a major transaction related to the acquisition, alienation or possibility of alienation by the Company, directly or indirectly, of property, the value of which is at least 25% of the value of the Company’s property, determined on the basis of the financial statements for the last reporting period;
10.2.15. making a decision on the Company entering into a transaction in which the Company's participants have an interest;
10.2.16. making decisions on the creation of branches and opening representative offices of the Company;
10.2.17. making a decision on granting, terminating and limiting additional rights of members of the Company and on imposing, changing and terminating additional responsibilities of members of the Company;
10.2.18. making a decision to limit and change the maximum size of the share of a participant in the Company and to limit the possibility of changing the ratio of shares of participants in the Company;
10.2.19. approval of the monetary valuation of non-monetary contributions to the authorized capital of the Company made by the Company's participants and third parties accepted into the Company;
10.2.20. making decisions on making contributions to the Company’s property;
10.2.21. approval of the budget of income and expenses for the current activities of the Company;
10.2.22. making a decision on the Company’s participation in the creation of legal entities;
10.2.23. approval of transactions related to the acquisition, alienation and possibility of alienation of shares, shares in the authorized capital of other legal entities;
10.2.24. making decisions on the use of rights granted by shares, shares, shares in the authorized capital of other legal entities owned by the Company, including, but not limited to:
- identifying a representative to participate in general meetings of participants/shareholders of other companies where the Company is a participant/shareholder, making proposals on the agenda of these general meetings, identifying candidates for the management bodies of such companies;
- making decisions on issues within the competence of general meetings of participants/shareholders of companies in which the Company is the only participant/shareholder;
10.2.25. approval of transactions related to the acquisition, alienation and possibility of alienation by the Company of real estate, regardless of the transaction amount;
10.2.26. approval of transactions for the Company to obtain for rent or other fixed-term or indefinite use of real estate for a period of more than 1 (one) year, regardless of the transaction amount;
10.2.27. approval of transactions for the transfer by the Company for rent or other fixed-term or indefinite use of real estate for a period of more than 1 (one) year, regardless of the transaction amount;
10.2.28. approval of transactions related to the acquisition, alienation or possibility of alienation, receipt for use of intellectual property (trademarks, inventions, utility models, industrial designs, know-how), regardless of the transaction amount;
10.2.29. approval of transactions related to the issuance of guarantees by the Company regardless of the transaction amount;
10.2.30. making a decision on the Company’s execution of a bill of exchange transaction, including the issuance by the Company of promissory notes and bills of exchange, production of endorsements, avals, and payments on them, regardless of their amount;
10.2.31. making a decision to apply to the court to declare the Company bankrupt;
10.2.32. resolving other issues provided for by the Law and this Charter.
10.3. Issues referred by the Law to the exclusive competence of the General Meeting of Participants of the Company cannot be transferred to them for decision by the sole executive body of the Company.
10.4. Other issues may also fall within the competence of the General Meeting of Participants, subject to appropriate amendments to this section of the Charter.
10.5. The general meeting of participants can be regular or extraordinary.
10.6. The next General Meeting of Participants is held once a year [twice a year, quarterly]. It should resolve the issues specified in clause 10.2.7. of this Charter, and other issues within the competence of the General Meeting of Participants may also be resolved.
The next General Meeting is convened by the sole executive body of the Company.
10.7. An extraordinary General Meeting of the Company's participants is convened by the sole executive body of the Company on his initiative, at the request of the auditor, as well as the Company's participants, who collectively hold at least one tenth of the total number of votes of the Company's participants.
The sole executive body of the Company is obliged, within 5 days from the date of receipt of the request to hold an extraordinary General Meeting of the Company Participants, to consider this requirement and make a decision to hold an extraordinary General Meeting of the Company Participants or, in cases provided for by the Law, to refuse to hold it.
If a decision is made to hold an extraordinary General Meeting of the Company's participants, the said General Meeting must be held no later than 45 days from the date of receipt of the request for its holding.
If within the above period no decision is made to hold an extraordinary General Meeting of Participants
of the Company or a decision has been made to refuse to hold it on grounds not provided for in the Law, an extraordinary General Meeting of Participants of the Company may be convened by bodies or persons requiring its holding.
10.8. The general meeting of the Company's participants may be held in the form of joint presence (meeting) or absentee voting (by poll) in accordance with the Law.
10.9. The convening of the General Meeting of Participants is carried out in accordance with the requirements of the Law.
10.10. Notification of the General Meeting of Participants of the Company is sent to participants by mailing by registered mail.
10.11. The following deadlines are established for convening the General Meeting of Participants:
10.11.1. the period for notifying each member of the Company about convening the General Meeting of Participants is no later than 15 days before it is held;
10.11.2. the deadline for the Company's participants to submit proposals to include additional issues on the agenda of the General Meeting of Participants is no later than 10 days before it is held;
10.11.3. The period for notifying each member of the Company about changes made to the agenda of the General Meeting of Participants is no later than 7 days before it is held.
10.12. Information and materials to be provided to participants during the preparation of the General Meeting of Participants must be available to all members of the Company and persons participating in the meeting for review at the premises of the sole executive body of the Company within 15 days before the General Meeting of Participants of the Company.
10.13. In case of violation of the procedure established by the Law and this Charter for convening a General Meeting of Participants of the Company, such General Meeting is recognized as competent if all participants of the Society are present at it.
10.14. The procedure for holding the General Meeting of Participants is determined by the Law and this Charter.
10.15. Before the opening of the General Meeting of the Society's participants, registration of the arriving members of the Society is carried out.
Members of the Company have the right to participate in the General Meeting in person or through their representatives. Representatives of the Company's participants must present documents confirming their proper authority. A power of attorney issued to a representative of a member of the Company must contain information about the person represented and the representative (name or designation, place of residence or location, passport details), be drawn up in accordance with the requirements of the Civil Code of the Russian Federation or certified by a notary.
An unregistered member of the Company (representative of a member of the Company) is not entitled to take part in voting.
10.16. The General Meeting of the Company Participants opens at the time specified in the notice of the General Meeting of the Society Participants or, if all the Society Participants are already registered, earlier.
10.17. The sole executive body opens the General Meeting of the Company's participants and elects the chairman of the General Meeting from among the Company's participants.
When electing the Chairman of the General Meeting of Participants of the Company, each participant in the meeting has a number of votes proportional to his share in the authorized capital of the Company.
The functions of the Secretary of the General Meeting are performed by the sole executive body or another person chosen by the General Meeting.
10.18. The sole executive body of the Company organizes the maintenance of minutes of the General Meeting of Participants.
The minutes of the General Meeting of Participants are signed by the Chairman and Secretary of the General Meeting of Participants.
No later than ten days after drawing up the minutes of the General Meeting of Participants of the Company, the Secretary of the General Meeting of Participants is obliged to send a copy of the minutes of the General Meeting of Participants of the Company to all participants of the Company in the manner prescribed for notification of the General Meeting of Participants of the Company.

10.19. The adoption of a decision by the General Meeting of the Company, as well as the composition of the participants present at the General Meeting, is confirmed by the signing of the minutes of the General Meeting by all participants present at the General Meeting. Notarization of these facts is not required.

10.20. No later than ten days after drawing up the minutes of the General Meeting of Participants of the Company, the Secretary of the General Meeting of Participants is obliged to send a copy of the minutes of the General Meeting of Participants of the Company to all participants of the Company in the manner prescribed for notification of the General Meeting of Participants of the Company.

10.21. The General Meeting of the Company's participants has the right to make decisions only on agenda items communicated to the Company's participants, except in cases where all the Company's participants participate in this General Meeting.

10.22. Each participant of the Company has a number of votes at the General Meeting of Participants proportional to his share in the authorized capital, except for cases established by the Law and this Charter.

Unpaid shares do not participate in voting. If a decision is made to carry out a transaction in respect of which there is an interest, the votes of the participants interested in its completion are not taken into account. The votes of a participant who intends to pledge his share in the authorized capital are not taken into account when voting on the issue of the Company giving consent to pledge the share.

A person performing the functions of the sole executive body who is not a member of the Company may participate in the General Meeting of Participants with the right of an advisory vote.

10.23. To make a decision, the General Meeting of the Company's members requires the following number of votes (counting is carried out based on the number of votes of all members of the Company, and not just the persons present at the General Meeting):

10.23.1. The following decisions are made unanimously by all members of the Company:

On granting additional rights to members of the Company, as well as termination or limitation of additional rights granted to all members of the Company;

On the imposition of additional responsibilities on all members of the Company, as well as the termination of additional responsibilities;

On the introduction, amendment and exclusion from this Charter of provisions on limiting the maximum size of the share of a participant in the Company, on limiting the possibility of changing the ratio of shares of participants in the Company;

On approval of the monetary valuation of non-monetary contributions to the authorized capital of the Company, made by members of the Company and third parties accepted into the Company;

On increasing the authorized capital of the Company on the basis of an application from a participant or third parties admitted to the Company to make an additional contribution;

On amendments to this Charter in connection with an increase in the authorized capital of the Company, on an increase in the nominal value of the share of a member of the Company or shares of members of the Company who submitted applications for an additional contribution, and, if necessary, on changing the size of shares of members of the Company;

On the admission of a third person or third parties to the Company, on introducing amendments to this Charter in connection with an increase in the authorized capital of the Company, on determining the nominal value and size of the share or shares of a third person or third parties, as well as on changing the size of the shares of the Company's participants;

On introducing provisions into this Charter or changing the provisions of this Charter establishing the pre-emptive right to purchase a share or part of a share in the authorized capital of the Company's participants or the Company at a price predetermined by the Charter, including changing the size of such a price or the procedure for determining it;

On introducing provisions into this Charter or amending the provisions of this Charter establishing the possibility of members of the Company or the Company to exercise the preemptive right to purchase not the entire share or not the entire part of the share in the authorized capital of the Company offered for sale;

On introducing provisions into this Charter or amending the provisions of this Charter establishing the procedure for the Company participants to exercise the pre-emptive right to purchase a share or part of a share disproportionate to the size of the shares of the Company participants;

On introducing provisions into this Charter or amending the provisions of this Charter establishing a period or procedure for payment by the Company of the actual value of a share or part of a share in the authorized capital of the Company other than specified in the Law;

On the sale of a share owned by the Company to the participants of the Company, as a result of which the size of the shares of its participants changes, the sale of a share owned by the Company to third parties and the determination of a different price for the share being sold;

On payment in the event of foreclosure on a share or part of a share of a Company participant in the authorized capital of the Company for the participant’s debts of the actual value of the share or part of a share to creditors by the remaining participants of the Company;

On introducing provisions into this Charter or amending the provisions of this Charter establishing the right of a Company participant to leave the Company;

On introducing provisions into this Charter or changing the provisions of this Charter establishing the obligation of the Company's participants to make contributions to the Company's property;

On the introduction, amendment and exclusion from this Charter of provisions establishing the procedure for determining the size of contributions to the property of the Company disproportionate to the size of the shares of the Company's participants, as well as provisions establishing restrictions related to making contributions to the property of the Company;

On the introduction, amendment and exclusion from this Charter of provisions providing for the distribution of the Company's profits between the Company's participants disproportionately to their shares in the authorized capital;

On the introduction, amendment and exclusion from this Charter of provisions providing for the determination of the number of votes of the Company's participants at the General Meeting of Participants disproportionate to their shares in the authorized capital;

On the reorganization or liquidation of the Company.

On the creation of branches and opening representative offices of the Company;

On termination or limitation of additional rights granted to a certain member of the Company;

On the assignment of additional responsibilities to a certain member of the Company;

On increasing the authorized capital of the Company at the expense of its property;

On increasing the authorized capital of the Company by making additional contributions by the Company's participants;

On the exclusion from the Charter of the Company of provisions establishing the pre-emptive right to purchase a share or part of a share in the authorized capital of the Company at a price predetermined by the Charter;

On the exclusion from the Charter of the Company of provisions establishing the possibility of members of the Company or the Company to exercise the preemptive right to purchase not the entire share or not the entire part of the share in the authorized capital of the Company offered for sale;

On the exclusion from the Charter of the Company of provisions establishing the procedure for the exercise by the Company's participants of the pre-emptive right to purchase a share or part of a share disproportionate to the size of the shares of the Company's participants;

On making contributions by the Company's participants to the Company's property;

On the amendment and exclusion of provisions of the Company's Charter establishing restrictions related to making contributions to the Company's property for a certain member of the Company;

On changes to this Charter, including changes in the size of the authorized capital of the Company, with the exception of those changes for which, in accordance with the Law or this Charter, a larger number of votes is required.

10.23.3. On all other issues, decisions are made by a majority vote of the total number of members of the Company, unless the need for a larger number of votes for their adoption is provided for by the Law.

10.24. If the Company consists of one participant, then decisions on issues falling within the competence of the General Meeting of Participants are made by the sole participant of the Company individually, drawn up in writing and signed by the sole participant. In this case, the provisions of this Charter and the Law that determine the procedure and timing for preparing, convening and holding the General Meeting of Participants, the procedure for making decisions by the General Meeting, do not apply, with the exception of the provisions relating to the timing of the next General Meeting.

11. SOLE EXECUTIVE BODY

11.1. The sole executive body of the Company, which manages the current activities of the Company, is the General Director. The sole executive body is accountable to the General Meeting of Participants of the Company.
11.2. The competence of the sole executive body of the Company includes all issues of management of the current activities of the Company, with the exception of issues within the competence of the General Meeting of Participants of the Company.
11.3. The sole executive body acts on behalf of the Company without a power of attorney, including:
11.3.1. represents the interests of the Company both in the Russian Federation and abroad;
11.3.2. independently, within the limits of their competence or after approval by the management bodies of the Company in the manner prescribed by the Law, this Charter and internal documents of the Company, makes transactions on behalf of the Company;
11.3.3. disposes of the Company's property to ensure its current activities within the limits established by this Charter;
11.3.4. issues powers of attorney for the right of representation on behalf of the Company, including powers of attorney with the right of substitution;
11.3.5. concludes employment contracts with the Company's employees, issues orders on the appointment of employees to positions, on their transfer and dismissal;
11.3.6. applies incentive measures to the Company's employees and imposes disciplinary sanctions on them;
11.3.7. issues orders and gives instructions that are binding on all employees of the Company;
11.3.8. organizes the implementation of decisions of the General Meeting of Participants of the Company;
11.3.9. opens bank accounts for the Company;
11.3.10. represents the interests of the Company in all courts (courts of general jurisdiction, arbitration courts, arbitration courts) on the territory of the Russian Federation and abroad at all stages of the judicial process, including at the stage of enforcement proceedings;
11.3.11. resolves issues related to the preparation, convening and holding of the General Meeting of Participants of the Company;
11.3.12. ensures compliance of 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 owned by the Company, with the information contained in the unified state register of legal entities and notarized transactions for the transfer of shares in the authorized capital of the Company, about which the Society became aware;
11.3.13. exercises other powers necessary to achieve the goals of the Company’s activities and ensure its normal operation, in accordance with the current legislation of the Russian Federation and this Charter, with the exception of the powers assigned to other bodies of the Company.
11.4. The sole executive body is responsible for the safety of information constituting state secrets.
11.5. The General Director is elected/appointed by the General Meeting of Participants of the Company for a period of _____ (in words) years. The General Director may be elected/appointed not from among the Company's participants.
11.6. The employment contract with the General Director on behalf of the Company is signed by the Chairman of the General Meeting of Participants, unless this is entrusted by the General Meeting of Participants to another person.
11.7. The General Meeting of Participants of the Company has the right to dismiss the General Director from his position at any time with simultaneous termination of the employment contract in the manner established by the legislation of the Russian Federation.

12. COMPANY AUDITOR

12.1. To check and confirm the correctness of the annual reports and balance sheets of the Company, as well as to check the state of current affairs of the Company, it has the right to engage a professional auditor who is not connected by property interests with the Company, the person performing the functions of the sole executive body of the Company, and the participants of the Company.
12.2. At the request of any member of the Company, an audit may be carried out by a professional auditor chosen by him, who must meet the requirements established by clause 12.1. of this Charter.
12.3. In the event of such an audit, payment for the auditor’s services is carried out at the expense of the Company participant at whose request it is carried out. Expenses of a Company participant for payment of auditor's services may be reimbursed to him by decision of the General Meeting of Company Participants at the expense of the Company.

13. ACCOUNTING AND REPORTING. COMPANY DOCUMENTS

13.1. The Company maintains accounting records and presents financial statements in the manner established by the current legislation of the Russian Federation.
13.2. Responsibility for the organization, condition and reliability of accounting in the Company, timely submission of the annual report and other financial statements to the relevant bodies lies with the sole executive body of the Company in accordance with the legislation of the Russian Federation.
13.3. The company is obliged to keep the following documents:

• the agreement on the establishment of the Company, the Charter of the Company, as well as changes made to the Charter of the Company and registered in the prescribed manner;
• minutes of the meeting of the founders of the Company and/or decisions in the case of one founder of the Company, containing a decision on the creation of the Company and on approval of the monetary value of non-monetary contributions to the authorized capital of the Company, as well as other decisions related to the creation of the Company;
• a document confirming the state registration of the Company;
• documents confirming the Company's rights to property on its balance sheet;
• 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;
• minutes of General Meetings of Participants of the Company (decisions of the sole participant of the Company), meetings of the Board of Directors of the Company and the Audit Commission of the Company;
• lists of affiliated persons of the Company;
• conclusions of the audit commission (auditor) of the Company, auditor, state and municipal financial control bodies;
• other documents provided for by federal laws and other legal acts of the Russian Federation, the Charter of the Company, internal documents of the Company, decisions of the General Meeting of Participants of the Company and the sole executive body of the Company.

13.4. The Company stores the documents specified in clause 13.3 of this Charter (hereinafter referred to as “documents”) at the location of the sole executive body of the Company in the manner and within the time limits established by legal acts of the Russian Federation.
13.5. The organization of storage of the Company's documents is ensured by the sole executive body of the Company.
The organization of storage of documents generated in the activities of separate structural divisions of the Company, before transferring them to the archive at the location of the sole executive body of the Company, is ensured by the heads of these separate structural divisions of the Company.
13.6. Within five working days from the date of presentation of the corresponding request by a member of the Company, the documents specified in clause 13.3 of this charter must be provided by the Company for review at the premises of the executive body of the Company. Information about the activities of the Company is provided to other persons in the manner prescribed by the current legislation of the Russian Federation.

13.7. Members of the Society have the right to familiarize themselves with documents related to the use of information constituting state secrets only if they have an access form.

14. PRIVACY

14.1. Technical, financial, commercial and other information provided to the Company's participants, members of the Company's management bodies, and the Company's auditor related to the creation and activities of the Company is considered confidential, with the exception of information:

• which is already known to that person at the time of its communication;
• which, due to the actions of third parties, has already become generally known;
• which is received by that person without restriction on disclosure from any third party entitled to such disclosure.

14.2. These persons are obliged to take all necessary and reasonable measures to prevent the disclosure of received confidential information beyond official or production needs in connection with the performance of duties within the framework of the Company's activities.
14.3. Transfer of confidential information to third parties, publication or other disclosure of such information by the above persons during the period of their participation in the Company and/or its bodies and within 5 years after termination of participation in the Company and/or its bodies, regardless of the reason for termination, can only be carried out with written consent General meeting of participants or if such information is requested by a government agency in the manner prescribed by the legislation of the Russian Federation.

15. LIQUIDATION OF THE COMPANY

15.1. Liquidation of the Company entails its termination without the transfer of its rights and obligations by way of succession to other persons.
15.2. The Company may be liquidated voluntarily by decision of the General Meeting of Participants of the Company or forcibly by a court decision on the grounds provided for by the legislation of the Russian Federation.
15.3. The decision of the General Meeting of Participants of the Company on the voluntary liquidation of the Company and the appointment of a liquidation commission is made upon the proposal of the sole executive body or participant of the Company. The general meeting of participants of a voluntarily liquidated Company makes a decision on the liquidation of the Company and the appointment of a liquidation commission.
15.4. The procedure for liquidating the Company, satisfying the claims of creditors and the procedure for distributing the property of the liquidated Company among participants is determined by the legislation of the Russian Federation.
15.5. The liquidation of the Company is considered completed, and the Company is considered to have ceased to exist from the moment the corresponding entry is made in the unified state register of legal entities.
15.6. During the reorganization and liquidation of the Company, the safety of information constituting a state secret must be ensured. In the absence of a legal successor, documents related to the use of information constituting state secrets are destroyed.

16. FINAL PROVISIONS

16.1. This Charter was approved by the minutes of the general meeting of the Company's participants and becomes valid from the moment of its state registration.
16.2. The provisions of this Charter retain their legal force for the entire period of the Company’s activities.
If one of the provisions of this Charter becomes invalid due to changes in the legislation of the Russian Federation, then this is not a reason for suspending the validity of the remaining provisions. An invalid provision must be replaced by a provision that is legally permissible and close in meaning to the replaced one.

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