Below is a sample LLC charter general view, this option is suitable for those who have already dealt with drawing up charters for legal entities and is 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 general meeting participants
Companies with limited liability «_____________________»
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 order of organization and activities 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 “ 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 its location 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 manufactured by the Company, work performed and services performed.
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. Certain types activities, the list of which is determined by the federal laws of the Russian Federation, the Company can engage in 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 dependents 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 society has round stamp, stamps and forms with your name. The company may have a trademark, as well as company logo and other means of individualization.
4.9. Society has its own balance. The Company has the right to open bank accounts in the territory Russian Federation and beyond.

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. Society can increase or decrease the size 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 writing about this to the other participants of the Company and the Company itself by sending through the Company at its own expense a notarized offer addressed to these persons and containing an indication of the price and other conditions 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 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 of entry into a single State Register legal entities corresponding changes. 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 participant Society, and the duties assigned to it.

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 submitted 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 an 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 case of incomplete payment of his 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 valuable papers, as well as approval of the conditions for 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 liquidation commission and approval of liquidation balance sheets;
10.2.14. making a decision on the Company's major deal 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 assigning, changing and terminating additional responsibilities members of the Society;
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 current activities Societies;
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 to consider the this requirement and make a decision to hold an extraordinary General Meeting of Participants of the Company 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 represented person and the representative (name or designation, place of residence or location, passport details), and be drawn up in accordance with the requirements Civil Code Russian Federation or notarized.
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 his chosen professional auditor, which 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 organization, condition and reliability accounting in the Company, timely submission of the annual report and other financial statements The sole executive body of the Company is responsible for the relevant bodies in accordance with the legislation of the Russian Federation.
13.3. The society is obliged to keep following documents:

• agreement on the establishment of the Company, the Charter of the Company, as well as those included in the Charter of the Company and registered in in the prescribed manner changes;
• 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 the General Meetings of the Company's participants (decisions the only 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.
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, it is provided 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. Specified 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 which is valid in legal terms and close in meaning to the replaced one.

Compliance of the charter with the sample presented above will help you avoid annoying mistakes when registering an LLC, but often regional tax authorities may impose specific requirements that are not explicitly stated in the legislation, so a service is now available especially for our usersfree document verification

Instructions

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The charter is the main document when establishing a limited liability company ( OOO). The company will carry out its activities on the basis of this document, therefore the drafting of the charter should be taken with full responsibility. According to new legal requirements when preparing the charter OOO a significant number of changes need to be taken into account.

You will need

• Civil Code, standard form of LLC charter

Instructions

If you have chosen a company created by , then keep in mind that decisions on issues within the competence of the general meeting are made by the founder personally and in writing. There is no need to hold a general meeting and follow the associated formal procedures.

Check the manager's term of office. You will avoid delays and unnecessary bureaucracy if you specify in the charter a term of office of 5 years or indefinitely.

When specifying a single founder in the charter, you can include both an individual and a legal entity, including those with several participants. In this case, the company cannot be completely owned by another company with one participant.

Indicate in the charter protective mechanisms that prevent a situation in which a partner’s share can go “outside.” The opposite strategy involves creating a charter that is as open as possible to investors.

Provide in the charter for the possibility of alienating a participant’s share without involving a notary. This will help reduce the costs incurred when notarizing a transaction.

Write down in the charter the possibility of exercising a preemptive right, that is, the right of a participant to buy out a partner’s share as a matter of priority. Provide a criterion for the price of alienation of a share when exercising a preemptive right: at par or at cost. Separately indicate the possibility of alienating the share to third parties by inheritance, donation, etc. Be sure to specify in the document the terms and procedure for paying the cost of the alienated share.

Other provisions of the charter do not depend on the number of founders. Take the main sections and provisions from the standard limited liability company charter and creatively rework them to suit your situation.

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Sources:

• How to draw up an LLC charter in 2019

Owning your own business is the key to a successful life. Only during entrepreneurial activity there is a need to protect yourself legally. This can be done using the Charter, which the company must submit to the authorities at the time of registration. If you want to change something in organizational structure of your enterprise, you must also go through the “re-registration” procedure.

Instructions

On July 1, 2009, several amendments were made to Russian legislation. In this regard, all individual entrepreneurs were forced to undergo the “re-registration” procedure, which is included in the company’s Charter.

At first glance, there is nothing complicated about “re-registering” a company. However, you must be sure correct filling Charter.

According to paragraph 4 of article 12 of the Federal Law “On Limited Companies”, any changes to the Charter must be made as a result of all participants. After this, the decision will be made by special bodies. Only now do these adjustments take effect for the people around you. You are also required to register changes to the Charter with the inspectorate, about which Russian residents are informed by Federal Russian Federation No. 312-FZ.

Before filling out the Charter, prepare everything. Otherwise, you will have to go through this procedure again. All papers requested by the registration authority are described in Article 17 of the Federal Law “On State Registration of Legal Entities and individual entrepreneurs" This list includes the following documents:

Application form for state registration, which must be signed by the applicant himself. This document must contain confirmation of all changes that you plan to make to the company’s Charter, as well as information about the type of business activity. Wait for approval of this documentation;

The decision of the general meeting of participants of a limited liability company to introduce certain amendments to the Charter;

In most cases, the registration authority also needs additional data. In particular, make a photocopy of the new Charter, or prepare separate document, containing all changes made to the Charter. Write a letter addressed to the registration authority, in which, in free form, state your request to receive a certified tax authority copies of the Charter.

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The charter is a constituent document that regulates the conditions and procedures of the organization. The LLC charter is necessary for registering the company with the tax office, and the very existence of the LLC depends on the successful preparation of this document.

Instructions

Before you start drawing up the charter (using a template or in individually), read the latest edition of the Federal Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ. The changes that came into force on July 1, 2009 affected, first of all, the procedure for developing and registering the charter.

Now the charter of an LLC should not contain information about its participants, as well as the size and nominal value of their shares in the authorized capital. This state of affairs is intended to simplify the life of the founders - now, when the composition of participants changes, there is no need to change the charter.

The charter must contain:

Name of the LLC (full, abbreviated, foreign language, If you want to);

Location of the LLC (actual and legal address A);

Information on the composition and competence of the company’s bodies;

Information about the decision-making procedure;

Information on the amount of authorized capital;

Rights and obligations of company participants;

The procedure and consequences of withdrawal of participants;

The procedure for transferring a share or part thereof to another person;

The procedure for storing documents and providing information to members of the society and third parties;

Any other provisions that do not contradict the current legislation of the Russian Federation.

Number the charter from the second page, not forgetting to take into account title page when counting sheets. The last page of the charter should not contain any names or signatures. In the finished charter, make two or three holes at the same distance, exactly in the center, and sew them with thick thread or ribbon.

Attach the tape to the back with a special sticker or piece of paper. Make the inscription “X sheets stitched and numbered”, put a signature with a transcript. During the initial registration of an LLC, you will not be able to put a stamp, because You cannot have it before registering.

Before submitting the charter to tax office make a photocopy of it, sew and glue the sheet on the back side. There is no need to put any inscriptions or signatures. To obtain a copy of the charter, the tax inspectorate will have to pay a state fee of 400 rubles (the state fee for registering an LLC is 4,000 rubles, for re-registration - 800 rubles).

Sources:

• Federal Law “On Limited Liability Companies”

Modern Russian legislation provides for cases of creation of organizations by one founder (Federal Laws N 14-FZ “On Limited Liability Companies” and N 208-FZ “On joint stock companies"). Therefore, all decisions regarding the management of the company, its economic strategy and audit, which are usually adopted by the general meeting, are accepted by the founder alone (Article 39 N 14-FZ and clause 3 of Article 47 N 208-FZ). And these will be decisions, not orders.

Instructions

Decisions must be made in writing only. It has certain conditions to establish its legality.

Complete the form, which contains the full name, OGRN, INN, legal address and contact numbers. Compose the text of the decision, which you will later print on this form.

Be sure to indicate the date the decision was made, the document was drawn up, and its serial number. Although the latter is not necessary, it is welcome, since it indicates your responsibility in business. Designate your sole foundation.

As a rule, decisions begin with a preamble, which indicates the motivation for its adoption, for example, “In pursuance of the agreement...”, “According to law No...”. Next, in large letters in the center of the form, write the word “Decision” and, indenting the line, type its main text. Unlike orders and instructions, a decision should not have clauses and subclauses. Only unnumbered paragraphs are allowed.

Having outlined the essence of the decision, write the title of the position of the head of the organization (the name of the company does not need to be written, it is indicated on the form), below - the surname, initials in the nominative case. Leave space for the date and signature. Sign the document with your own signature and its transcript. There is no need to print on the document.

Remember that there are certain deadlines making such decisions that are regulated by law: 2-4 months after the end of the financial year for an LLC, 2-6 months for a JSC.

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note

Another interesting question arises when creating a company with a single founder - the appointment of a general director. On the one hand, it is CEO gives instructions and orders for the enterprise. On the other hand, the decisions of the founder should not be confused with the orders of the general director. Orders are drawn up in the same way as at all enterprises and filed in the “Book of Orders”. The founder's decisions are made as described above in accordance with Federal Laws N 14-FZ "On Limited Liability Companies" and N 208-FZ "On Joint-Stock Companies" on issues that are usually decided by the general meeting. This is explained by the fact that the general director is an employee of the enterprise, and the founder (aka) is its owner and at the same time the employer.

Helpful advice

Of course, autocracy has its advantages: reduction of bureaucracy in decision making, no binding to certain dates for mandatory meetings of founders, etc. However, even a single founder is obliged to annually resolve issues that are usually decided by the meeting of founders, for example, choosing an auditor, approving annual reports, etc.

Sources:

• how to draw up a decision document

In mathematics, physics, and chemistry there are problems that require a specific solution algorithm. Unfortunately, it is very difficult to remember all of them, but the basic provisions and points by which problems can be solved exist.

Instructions

Carefully read the conditions of the problem, write down on a piece of paper all the numbers and objects in the order in which they are given. Make calculation schemes, graphs, diagrams, tables. Break the problem conditions into parts, consider simplified diagrams. The image of the situation presented in the condition simplifies the train of thought and the sequence of the solution.

Remember which could be used in solving this problem. Typically, tasks school curriculum do not deviate from the topic, and the previous paragraphs necessarily cover the tasks. Study and consider not only the numerical values, but also carefully read the theory. This will help you understand the topic.

Do an analysis of each point you are working on, since the previous one entails incorrect solution the entire task. Simplify solution to such an extent that you can later go back and remember what you found at one point or another.

Consider everything possible options When drawing up a solution, write out the dependences of some quantities on others, and if possible, depict everything. Choose the origin of coordinates so that all unknown quantities are zero, without complicating solution with your presence.

Use symmetry, since, for example, with a symmetrical arrangement, many quantities will be the same. This is confirmed by geometric theorems and axioms, never forget about them. After all, using all the knowledge of mathematics secondary schools, you can not only simple tasks, but also conclusions in many disciplines.

Tip 7: Creation of a limited liability company by a single founder

The article is devoted to the procedure for creating a limited liability company by a single founder without the formation of such management bodies as the Management Board and the Board of Directors.

One of the most common options that is suitable for a person planning to start a business is the creation of a limited liability company (in the future in this article we will use the abbreviation “LLC”).

List requirements necessary documents for registration of this type of legal entity are set out in the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”. According to Article 12 of this legal act, if the founder of the organization is a Russian citizen, then the following documents are submitted to the relevant tax office.

First, the decision to create an LLC. In this document it is necessary to indicate: the “heading of the decision” (Decision No. 1 of the sole participant of the Limited Liability Company “Example”), the place, time and date of the decision, full name, passport data and place of residence, decisions made on the creation of the LLC, approval of the charter, determining the location, appointing the head of the organization, determining the size of the authorized capital of the LLC, and a seal design). The decision must be signed by the founder of the organization.

Secondly, the application for state registration signed by the applicant in form No. Р11001, which is Appendix No. 1 to the order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6/25@ “On approval of forms and requirements for the execution of documents submitted to the registration authority during state registration of legal entities, individual entrepreneurs and peasant (farm) farms.” In this document you must fill out: clauses 1.1. and 1.2. section 1, concerning the full and abbreviated name of the legal entity, section 2 (location of the organization being created), section 3 (put the number 1 and indicate the amount of the authorized capital), sheet B of the application (information about the founder, namely: full name, date and place birth, details of the identity document, place of residence and the size of the share in the authorized capital) sheet E of the application (information about the head of the organization), sheet I of the application (enter the main and additional types supposed economic activity), sheet N of the application (information about the applicant, in our case he is the founder of the legal entity - an individual). The application must meet the requirements installed Application No. 20 to the order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6/25 and certified by a notary.

Thirdly, the charter of the company in two copies. This document should mandatory contain the information specified in Article 12 of the Federal Law of 02/08/1998 No. 14 “On Limited Liability Companies”. Also, it should be noted that the charter must be numbered, stitched, and signed by the sole founder on the back.

Fourthly, a receipt for payment of the state duty (its amount is 4,000 rubles).

In addition to the above documents, we recommend submitting to the tax office:
– a letter of guarantee for the premises (or its tenant, etc.) in which the legal entity will be located, with attached to it a duly certified copy of the certificate of state registration of the right to the office being transferred for rent (or any other right) (s) or building;
– a certificate from the bank confirming the opening of a temporary current account, confirming payment of at least 50% of the authorized capital.

Having personally handed over the above documents to an authorized employee of the Federal Tax Service (MIFTS) and received a receipt for their acceptance, the applicant, taking into account the provisions of Article 8 of the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”, is informed after five working days about the state registration of the LLC or about the refusal in such a way.

After successful state registration of a legal entity, and receipt of all title documents from the tax office, we recommend that the person who is the head of the LLC, on the same day, immediately make a number of personnel-related orders: 1) create orders on his assumption of office and on the assignment assume the responsibilities of the chief accountant (if there is no such person at the initial stage full-time specialist); 2) draw up and sign employment contract, in which the LLC itself will act as the employer, and the head of the organization will act as the employee; 3) approve job description to myself; 4) develop and approve internal rules labor regulations organizations.

Responsibilities of the founders

Making a decision to establish an enterprise is not enough. The law establishes the rights and obligations of the founders in relation to their brainchild. They bear all the responsibility and risks associated not only with the creation, but also with the further activities of the enterprise, as well as with its reorganization and liquidation. The compensation for this is the profit distributed among the founders.

The responsibility of the founder or co-founders is to develop the Charter of the new enterprise and form the authorized capital. It is formed from property or cash shares invested by the founders. The share in the authorized capital owned by each of the founders is indicated in the Charter of the enterprise and in other constituent documents.

The founders determine the type of ownership and type of activity, find the legal address at which the company will be registered, as well as the place where the production facilities will be located. They must complete all the documents necessary to register the legal entity being created and submit them to the tax office. These documents are the basis for registering and entering the enterprise into the Unified State Register of Legal Entities, on the basis of an extract from which the bank opens a current account, without which the activity of the enterprise is simply impossible.

The founders, represented by an elected or appointed manager, deal with the production of seals and other company documents, and the transfer of authorized capital to a bank account. Their responsibilities also include drawing up staffing table, search and selection of candidates for available vacancies.

Who can be the founder

If the founder is an individual, he can be a citizen of the Russian Federation, a foreign national - a non-resident, and even a person without citizenship at all. If the founders include legal entities, they can also be enterprises registered in accordance with the legislation of the Russian Federation or foreign organizations created in accordance with the legislation of their country, as well as branches registered in the territory of the Russian Federation.

TO individuals who want to be founders are subject to additional requirements: they must not have an unexpunged criminal record, they must be legally capable and of legal age. All citizen founders must have documents proving their identity and legal capacity, and legal entities must have confirmation of their legal status and legal capacity.

July 2009 was marked by the entry into force of the new LLC law. This normative act First of all, it provides for a 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 charter must be developed before signing constituent agreement. 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, manual development of the Charter requires large material costs, therefore, the most popular method is to compile it 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're talking about O primary organization, then there cannot be a seal yet, 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 government bodies. 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 legal framework"Guarantor" and "Consultant". Also standard form LLC Charter (sample) can be downloaded

WITH September 1, 2014 years were introduced into the Civil Code of the Russian Federation amendments regarding regulation activities of legal entities.

Taking into account the amendments, we have prepared. The complete package for opening an LLC can be found.

The most important innovation is the rule on notarization of the decision made by the general meeting of the LLC and the composition of its participants present at the meeting, since otherwise is not provided for by the company's charter.

In addition, all legal entities are divided into corporate (corporations) and unitary, and business companies - into public and non-public.

According to this innovation LLC is a non-public corporation, and therefore must meet all the requirements for such legal entities.

Thus, the constituent documents, as well as the names of legal entities created before 01.09.2014, are subject to being brought into compliance with the norms of Chapter 4 of the Civil Code of the Russian Federation upon the first change in the constituent documents of such legal entities.

Mandatory changes to the LLC Charter

Amendments to the LLC Charter may be required if there are contradictions in the competence of the management bodies. Mandatory changes should also include supplementing the powers of participants with new rights and responsibilities.

It is necessary to exclude from the Charter the provision on the ability of participants to independently determine the value of a non-monetary contribution.

It will also be necessary to bring the Charter in line with new requirements of the Civil Code on competence The board of directors and collegial executive body, if any.

Additional clarifications in the LLC Charter

In order to simplify the decision-making procedure in companies with several participants, it is advisable to reflect in the charter a method for certifying decisions of the general meeting without the participation of a notary.

The requirements for the company name of an LLC remain the same, therefore the indication that the company is a non-public and corporate legal entity is carried out at the request of its participants.

To simplify the situation differences between “legal” and “actual” addresses, as well as a change of address due to moving within the same locality, changes can be made to the Charter in terms of location, shortening it to the name of the locality.
The last provision is recommended to be included in the Charter of all LLCs, and not just those companies that often change their legal address, for the following reasons:
1) it is impossible to predict in advance whether such a change will be necessary;
2) making changes to the Unified State Register of Legal Entities, unlike changes to the Charter, does not require payment of a state fee.

The conclusion of a corporate agreement and the formation of several sole proprietorships also depend solely on the will of the participants. executive bodies(election of several directors).

Major changes for LLC

1) Article 65.2. The Civil Code of the Russian Federation in paragraph 1 lists the rights of participants in a corporation, among which the following rights can be particularly highlighted:

• appeal decisions of corporation bodies that entail civil consequences;
• demand, acting on behalf of the corporation, compensation for losses caused to the corporation;
• challenge, acting on behalf of the corporation, transactions made by it on the grounds provided for in Article 174 of the Civil Code of the Russian Federation or the law on LLCs.

A participant in a corporation or a corporation demanding compensation for losses caused to the corporation (Article 53.1) or recognition of a transaction of the corporation as invalid or application of the consequences of the invalidity of the transaction must take reasonable measures to notify in advance other participants in the corporation and, in appropriate cases, the corporation of the intention to file such claims in court, and also provide them with other information relevant to the case. The procedure for such notification can be prescribed in the LLC Charter.

The list of rights is supplemented by Art. 67 of the Civil Code of the Russian Federation, which provides, in particular, the right of a company participant to demand the exclusion of another participant from the company in judicial procedure with payment to him of the actual value of his share of participation, if such a participant, through his actions (inactions), caused significant harm to the company or otherwise significantly impedes its activities and the achievement of the goals for which it was created, including gross violation of its duties. Waiver or limitation of this right is void.

The above rights correspond to responsibilities(clause 4 of article 65.2 of the Civil Code of the Russian Federation):

• participate in making corporate decisions, without which the corporation cannot continue its activities in accordance with the law, if his participation is necessary for making such decisions;
• not to commit actions knowingly aimed at causing harm to the corporation;
• not to commit actions (inaction) that significantly complicate or make it impossible to achieve the goals for which the corporation was created.

2) Clause 3 of Art. 66.3 of the Civil Code of the Russian Federation are established provisions, which may be included in the Charter by unanimous decision of the LLC participants, in particular, these include the following provisions:

a) on transfer to the collegial management body of the company (Board of Directors or Supervisory Board) or the collegial executive body (Directorate or Management Board) of the company on issues assigned by law to the competence of the general meeting of LLC participants, with the exception of issues:

• amendments to the charter of the LLC, approval of the charter in new edition;
• reorganization or liquidation of an LLC;
• determining the quantitative composition of the collegial management body of the company and the collegial executive body (if its formation is within the competence of the general meeting of LLC participants), electing their members and early termination their powers;
• increasing the authorized capital of an LLC disproportionately to the shares of its participants or by admitting a third party to the membership of such a company;
• approval of internal regulations or other internal documents of the LLC.

b) on assigning the functions of the Management Board to the Board of Directors in whole or in part, or on refusing to create a Management Board if its functions are performed by the Board of Directors;

c) on the transfer to the sole executive body (Director, General Director) of the company of the functions of the Management Board of the company;

d) the absence of an audit commission in the company or its creation exclusively in cases provided for by the company’s charter;

e) on changing the procedure for convening, preparing and holding general meetings of LLC participants, making decisions by them, provided that such changes do not deprive its participants of the right to participate in the general meeting and to receive information about it;

f) establish requirements other than those specified in the law for the number of members, the procedure for forming and holding meetings of the Board of Directors or the Management Board of the company;

g) on ​​the procedure for exercising the pre-emptive right to purchase a share or part of a share in the authorized capital of an LLC, as well as on the maximum share of participation of one LLC participant in the authorized capital of the company.

Previously, the law did not contain requirements for the unanimous adoption of these decisions. However, all of the above provisions are included in the Charter solely at the request of the participants. In particular, an LLC is not required to create collegial bodies(management or executive) or audit commission(except for cases when the number of LLC participants exceeds 15).

3) Particular attention should be paid to Art. 67.1 of the Civil Code of the Russian Federation, clause 3 of which establishes that the adoption by the general meeting of LLC participants of a decision and the composition of the company participants present at its adoption are confirmed by notarization, if another method (signing of the protocol by all participants or part of the participants; using technical means, allowing to reliably establish the fact of decision-making; in any other way that does not contradict the law) is not provided for by the charter of such a company or by a decision of the general meeting of the company’s participants, adopted unanimously by the company’s participants.

It should be noted that the requirement for notarial confirmation does not apply to decisions of the sole participant of the LLC.

4) Article 66.2 of the Civil Code of the Russian Federation introduced the obligation of the LLC to conduct a monetary valuation of the non-monetary contribution by an independent appraiser. In this case, participants do not have the right to determine the monetary value of such a contribution in an amount exceeding the amount of the valuation determined by an independent appraiser. Let us note that previously, an independent appraiser was involved only if the nominal value of the share paid in kind was more than 20 thousand rubles.

It is also worth noting that when paying for the authorized capital of an LLC, cash in an amount not lower than the minimum amount of authorized capital (10 thousand rubles).

5) The provisions of the Civil Code of the Russian Federation (Article 65.3), establishing the composition of the corporation’s bodies, stipulate that the corporation’s Charter may provide for the granting of powers to a sole executive body (Directors) to several persons, acting together, or the formation of several sole executive bodies (Directors), acting independently of each other.

6) Updated version of Art. 54 Civil Code of the Russian Federation separates the concepts of “location” and “address” of a legal entity. The location of a legal entity (LLC) is determined by the place of its registration on the territory of the Russian Federation by indicating the name of the locality (municipal entity). The full address of a legal entity (LLC) is contained only in the Unified State Register of Legal Entities.

Thus, if the company’s Articles of Association indicate only locality, then changing the street, house and office within this point will not require changes to the constituent documents.

7) K additional features LLC participants can be classified as conclusion of a corporate agreement, in accordance with which they undertake to carry out their corporate rights in a certain way, including voting in a certain way, acquiring or alienating shares in the authorized capital at a certain price, etc. A corporate agreement is concluded in writing by drawing up one document signed by the parties. A corporate agreement does not create obligations for persons not participating in it as parties. The parties to a corporate agreement do not have the right to refer to its invalidity due to its contradiction with the provisions of the LLC charter. Termination of the right of one of the parties to a corporate agreement to a share in the authorized capital of an LLC does not entail the termination of the corporate agreement in relation to its remaining parties, unless otherwise provided by this agreement.

So, all amendments made to the Civil Code of the Russian Federation begin to apply to all LLCs from September 1, 2014, the constituent documents of such legal entities, until they are brought into compliance with the norms of Chapter 4 of the Civil Code of the Russian Federation (as amended), are valid to the extent that they do not contradict these norms.

Making changes to the Unified State Register of Legal Entities that are not related to changes in the LLC Charter (for example, carrying out a type of activity not specified in the Charter) will not require bringing the LLC documents into compliance with the new provisions of Chapter 4 of the Civil Code of the Russian Federation.

Registration of changes made to the LLC Charter is carried out in form P13001 with the attachment of a new edition of the Charter, and registration of changes made only to the Unified State Register of Legal Entities - in form P14001. At the same time, LLC participants are exempt from paying state duty for changes made.

Not everyone can draw up the charter of an LLC on their own; this requires certain knowledge and responsibility. If people have extra funds and have never dealt with the preparation of such documents, it is better to seek help from specialists. Then the charter will be drawn up faster and in accordance with all existing norms and requirements. If there is no money or a person wants to figure out all the nuances on his own, then he should start with what the charter is, why it is needed and what information it must contain.

Charter - what is it and what is it for?

The charter is an integral part of the LLC. It contains the rules by which all activities of the enterprise are conducted. Therefore, it is very important to draw up this document as competently and thoughtfully as possible. With its help, you can resolve disputes that arise during the work process, including determining the procedure for action in the following situations:

• one of the founders decided to leave the LLC;
• emergence of new co-founders;
• the organization has changed its general director;
• change in the size of the authorized capital (both downward and upward).

When all the information is displayed in the charter, you can begin editing and designing it. It is worth checking the sample to avoid mistakes. Only after this is the official approval of the document, its firmware and sealing. The features of this process are:

1. the pages must have a serial number, but the title page does not have a number, and subsequent pages are marked with an Arabic numeral, starting with the number 2;
2. With reverse side of the charter, a paper seal is made to ensure that the document will not be replaced until the seal is broken;
3. the number of pages and the applicant’s data (last name and initials) must be written on the seal sheet;
4. It is not necessary to use a seal to confirm a signature during initial registration; the organization may simply not have one yet.

It is better to immediately draw up the charter in 2 copies. Some may require this state organizations when interacting with LLC. You should make several copies of the document - but you do not need to put a stamp or signature on it.

Do I need to update the charter?

Up until 2013, updating the charter was a mandatory procedure. Now this step is carried out by the founders at will. True, sometimes the Federal Tax Service may ask you to update the charter. Therefore, the requirements of a specific tax service It's better to check in advance.

Despite the fact that the procedure is optional, it is important to know how to properly file the LLC charter. Many people do not refuse this procedure also because it allows them to make the document holistic.

Most important documents need to be stapled. This practice is especially common in personnel matters. Moreover, this must be taken very seriously.

The charter is the main document of the LLC. Therefore, when deciding to flash the firmware, you should follow the regulations prescribed in the methodological instructions. Moreover, all of them were approved by the Federal Tax Service.

The IRS required using thread and needle for stitching is not so simple. This procedure allows you to protect your document from the following actions:

• loss of part of the pages of the charter;
• entering updated information without notifying higher authorities;
• forgery of a document.

Most LLCs also use the charter firmware for their own convenience. But it is important to act in accordance with the established procedure.

Before stapling the pages, make sure that the pages are in the correct order, folded face up and not upside down. If even one page is positioned incorrectly, you will have to reflash the charter again.

When flashing documents, you must act in accordance with the following rules:

1. You need to stitch the document on the left. You should find the vertical middle. This is where the main hole will be.
2. The other two holes should be located at a distance of 1.5 to 2 cm from the middle hole, one higher, the other lower, but along the same vertical line.
3. It is better to use an awl to make holes. It will make a hole faster and with less effort. If this stationery is not available, you should use a thick needle.
4. It is better to sew the charter with light threads. White threads are most often used.
5. The ends of the threads should come out behind the charter from the central hole. There they are tied in a knot and sealed with a paper seal with information about the contents.
6. The stitching area should be sealed, but the ends of the threads should be visible from under the paper.
7. The word “Applicant” is also written on the paper, his last name and initials are entered, and a signature is placed. One of the founders can be an applicant.
8. If there is a seal, it is placed so as to capture the paper seal, the ends of the thread and the last page of the charter.

After this, the firmware and sealing of the LLC charter will be completed.

What to do next?

After preparing the charter, it will need to be registered with the Federal Tax Service at the place of registration of the organization itself. To do this, you need to attach a package of the following documents:

• the charter of the organization itself (it is advisable to stitch and seal it to avoid any problems and delays);
• a receipt confirming that the state fee for registering an LLC has been paid;
• application for registration, filled out on a special form and certified by a notary;
• minutes of the general meeting or a decision of one founder (depending on the number of founders), drawn up in writing.

After submitting the documents, you will have to wait for the Federal Tax Service to review them and enter the information into its own database.