home Accounting The founding agreement is the founding agreement. Memorandum of Association example

The founding agreement is the founding agreement. Memorandum of Association example

Agreement on the establishment of an LLC with two founders 2018 | Download Sample

We are preparing a memorandum of association for LLC 2018, which includes two or more founders.

Agreement on the establishment of a company with limited liability is an agreement between the founders of the company. Since 2009, the contract does not apply to and is not submitted to tax office to register an LLC, but you still need to conclude it.

The Memorandum of Association of the LLC can be downloaded in pdf format at the link below. Download the sample absolutely free!

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Agreement on the establishment of the organization

The point is not only that such an obligation is established by law (Article 89 of the Civil Code of the Russian Federation and Article 11 No. 14-FZ “On LLC”), but also in the practical value of this document:

The agreement on the establishment of an LLC with two or more founders confirms the intention of the parties to create a company and start activities aimed at making a profit.
B no longer includes information about the participants, so you can find out exactly who founded the company from the extract from the Unified State Register of Legal Entities or from the agreement on establishment. Also remember that the document is written for several participants. Don't take it as an example.
When alienating a share in an LLC (sale, inheritance, donation), the contract proves the ownership of a particular participant, on the basis of which the notary draws up the transaction.

The only participant in an LLC, of course, should not enter into an agreement, because. is the sole owner of the property of the organization. The memorandum of association can be downloaded below.

Mandatory and additional conditions

The law defines the following mandatory conditions an agreement by which the parties agree to establish a company:

Date and place of detention (locality).
Information about the founders of the organization. For individuals, you must specify the full name, details of the identity document, address of the place of residence. If the founder is a legal entity, then they report the full company name, legal address, main identifying codes (TIN, KPP, OGRN), information about the person who acts on his behalf, and details of the document confirming the authority.
Information about the organization being created: full company name and location or full legal address where the head of the company (sole executive body) will be located. Legal address An LLC can be both an office space and a residence permit of a director or member.
The size authorized capital society. In most cases, the minimum amount of the UK is only 10,000 rubles, but for some types of activities (banks, Insurance companies, alcohol producers, etc.) large amounts are established by law. The minimum amount of the authorized capital is paid only in cash, but in addition, property contributions are also allowed.
Distribution of shares between the founders in percentages or fractions, indicating their nominal value.
The procedure for adding shares. The period for depositing the authorized capital is limited to 4 months from the date of registration. There are no administrative or tax sanctions for violation of this deadline, however, the parties to the agreement may make a condition on the liability of the founder for the delay.

In addition, the owners of the company have the right, by mutual agreement, to specify additional conditions that they consider important. This may be the procedure for approving the charter, electing executive bodies, distributing the costs of creating an LLC, appointing a person responsible for registration, etc. An agreement on the establishment of an LLC with two or more parties is concluded in writing and signed by all founders.

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The creation of a commercial company is a set of activities for the design required documents. Today, there is only one statutory document - this is the charter.

But, nevertheless, when creating an LLC, it is necessary to draw up other documentation. Among these documents is an agreement on the establishment of a Limited Liability Company.

Previously, this document was called the "constituent agreement". In essence, they are one and the same. Such an agreement is issued only in the case when the owner of the company is not the only one. Otherwise, it is unnecessary and meaningless.

Information on the content of the agreement on the establishment of an LLC

This article is aimed at explaining how to properly draft and execute this agreement. If it is incorrectly executed, there is a high risk of its invalidation in the future. But first things first.

So, a few people decided to open an LLC. A meeting has already been held and the conditions for the formation of statutory fund and a share of the profits earned in the future. Now all this needs to be documented.

The main essence of the agreement lies in fixing the owners of the Company. His second role is to determine the procedure for each of the founders in the process of creating and registering a company.

The next thing that needs to be written in the text of the agreement is the actual size of the authorized capital of the company. In the same place it is necessary to indicate who, what part of it should be contributed. Moreover, it is necessary to indicate the order of making contributions, that is, their sequence. Do not forget about the need to determine the timing of the contributions.

Of course, it will also be necessary to provide for the case if, for some reason, some co-founder violates the terms of the contract. To do this, indicate the responsibility for violations. They are listed in a separate section. All requirements must be written clearly (without blurring).

The subject of this type of agreement is the creation and registration of LLC. If the subject is not specified, the agreement will be invalid. This document is signed by all co-owners of the company being opened.

The structure of the agreement on the establishment of an LLC

This agreement must be printed on A-4 size paper. You can highlight the mandatory required attributes of the document. This is the date of compilation, the city of signing, the name of the document and the presence of a preamble.

The preamble is the introductory part of the text. It lists all participants in the transaction. That is, the Surnames, First Names and Patronymics of all co-founders are given.

Then all the terms of the agreement are given. The text should be divided into sections, and those, in turn, into paragraphs. After the text, it is necessary to provide columns for the signatures of the participants. The number of copies must be no less than the number of co-owners of the Company.

Below is a standard form and a sample agreement on the establishment of an LLC, a version of which can be downloaded for free.

Since 2009 Agreement on the establishment of a Limited Liability Company and is not a constituent document, but it must be present in the set of documents for registering an LLC.

The Establishment Agreement establishes the agreement between the founders of the Limited Liability Company on the establishment of a legal entity, and also determines the main characteristics of the Company being created.

The contract is prepared in two copies, numbered and stitched. It is necessary to submit only one copy of the Agreement to the registration authority, which remains in the registration file. The second copy remains with the Society.

The agreement on the establishment of an LLC must contain:

Information about the founders (individuals and / or legal entities);
Full corporate name of the Company, and, if available, abbreviated;
Location address executive body(legal address);
Information on the amount of the authorized capital and methods of its formation;
Information on the distribution of the authorized capital of the LLC between the participants;
Information on the procedure for increasing (decreasing) the authorized capital;
Information on the procedure for distributing profits among the members of the Company;
Information about the management bodies of the Company;
Information on the procedure for withdrawal of members of their Society;
Information on the procedure for resolving disputes;
Other information (see sample Foundation Agreement).

The procedure for concluding the Agreement on the establishment

The approval of the Foundation Agreement and the decision to sign it shall be reflected in the Minutes of the General Meeting of Founders.

All participants of the created LLC must sign the Agreement. If there are legal entities among the founders of the Limited Liability Company, then on behalf of this person the Agreement is signed by its head and affixes his signature with the seal of the organization.

Sample Agreement on the establishment of an LLC

CONTRACT OF ESTABLISHMENT

Limited liability companies

"RegFile"

Moscow "___" ________ 20___

We, the undersigned Founders of the Society:

Ivanov Ivan Ivanovich, passport series: 45 10 No. 111111, issued by the DEPARTMENT FOR THE SOKOL DISTRICT OF THE OUFMS OF RUSSIA FOR THE MOUNTAIN. MOSCOW In CJSC, date of issue 05.05.2005, subdivision code 770-770, registered at: 444444, Moscow, st. Moskovskaya, 45, apt. 35.
Petrov Petr Petrovich, passport series: 45 10 No. 222222, issued by the PASSPORT OFFICE OF THE OVD DISTRICT OF THE NORTHERN TUSHINO DISTRICT OF MOSCOW, date of issue 03.03.2003, subdivision code 772-772, registered at the address: 123123, Moscow, st. Pobedy, d. 2, building 2, apt. 22.

Based on and in accordance with the Civil Code Russian Federation, the Federal Law "On Limited Liability Companies" and other legislative acts of the Russian Federation concluded an Agreement on the establishment of the Company on the following:

Article 1. ESTABLISHMENT AND STATUS OF THE COMPANY.

1.1. The established Company has the rights of a legal entity in accordance with the legislation of the Russian Federation. The Company is a legal entity from the moment of its state registration.

1.2. The Company operates on the basis of the Charter, approved by the founders and registered in accordance with the procedure established by law. The Charter defines the status of the Society.

1.3. Full corporate name of the Company in Russian: RegFile Limited Liability Company.

1.4. Abbreviated corporate name of the Company in Russian: RegFile LLC.

1.5. Location of the Company - 333333, Moscow, Chistoprudny Boulevard, 20, bldg. 2. The activity of the Company is not limited by any period.

Article 2. SUBJECT AND PURPOSES OF ACTIVITY.

2.1. The society is created for the purpose of carrying out a wide sector of services and production of goods defined by the Charter. All activities of the Company are carried out in accordance with the current legislation.

2.2. Services are rendered by the Company on a commercial basis.

Article 3. AUTHORIZED CAPITAL OF THE COMPANY.

3.1. The authorized capital of the Company is made up of the nominal value of the shares and amounts to 10,000 rubles. 00 kop. (Ten thousand rubles 00 kopecks).

3.2. The authorized capital of the Company is divided into shares as follows:

Ivanov Ivan Ivanovich - the nominal value of the share is 5,000 rubles. 00 kop. (Five thousand rubles 00 kopecks), which is 50% of the authorized capital.
Petrov Petr Petrovich - the nominal value of the share is 5,000 rubles. 00 kop. (Five thousand rubles 00 kopecks), which is 50% of the authorized capital.

3.3. At the time of state registration of the Company, the authorized capital was paid in full by property.

3.5. The share of the founder of the Company, unless otherwise provided by this Charter, provides the right to vote only within the paid part of his share.

3.6. In case of incomplete payment of the share in the authorized capital of the Company within the period determined in accordance with the Charter of the Company, the unpaid part of the share shall be transferred to the Company. Such part of the share must be sold by the Company in the manner and within the time limits established by Article 24 of the LLC Law.

3.7. The increase in the authorized capital of the Company may be carried out at the expense of the property of the Company, and (or) at the expense of additional contributions of the Members of the Company, and (or) at the expense of contributions of third parties accepted by the Company.

3.8. An increase in the authorized capital of the Company is allowed only after its full payment.

Article 4. DISTRIBUTION OF PROFIT.

4.1. The Company has the right to make a decision on the distribution of its net profit among the Members of the Company quarterly, once every six months or once a year.

4.2. The part of the Company's profit intended for distribution among its Participants is distributed in accordance with the share in the authorized capital of the Company.

4.3. The Company is not entitled to make a decision on the distribution of its profits among the Participants and is not entitled to pay profits to the Participants of the Company:

Until full payment of the entire authorized capital of the Company;
Until payment of the actual value of the share (part of the share) of the Member of the Company in cases provided for by law;
If at the time of making such a decision the Company meets the signs of insolvency (bankruptcy) or if the said signs appear in the Company as a result of such a decision;
If, at the time of such decision, the cost net assets The Company is less than its authorized capital and reserve fund or will become less than their size as a result of such a decision;
In other cases provided for by law.

Article 5. COMPOSITION AND ACTIVITIES OF THE BODIES OF THE COMPANY.

5.1. The management bodies of the Company are:

a) The supreme governing body is the General Meeting of the Members of the Company;

b) Sole executive body - General Director.

5.2. Information on the composition and competence of the Company's bodies, the procedure for making decisions by them, including the list of issues on which unanimity is required, is set out in the Charter of the Company.

Article 6. ORDER OF EXIT FROM THE COMPANY.

6.1. A member of the Company has the right to withdraw from the Company by alienating a share to the Company, regardless of the consent of its other members or the Company.

6.2. Withdrawal of members of the Company from the Company, as a result of which no member remains in the Company, as well as withdrawal sole member Society from the Society is not allowed.

6.3. If a member of the Company withdraws from the Company, his share shall be transferred to the Company. The Company is obliged to pay to the member of the Company who submitted an application for withdrawal from the Company, the actual value of his share in the authorized capital of the Company, determined on the basis of the data of the Company's financial statements for the last reporting period preceding the day of filing an application for withdrawal from the Company, or, with the consent of this member of the Company, issue to him in kind property of the same value, or in case of incomplete payment of his share in the authorized capital of the Company, the actual value of the paid part of the share.

6.4. The Company is obliged to pay the member of the Company the actual value of his share or part of the share in the authorized capital of the Company or to give him in kind property of the same value within three months from the date of the occurrence of the corresponding obligation.

6.5. The actual value of a share or part of a share in the authorized capital of the Company is paid out of the difference between the value of the net assets of the Company and the size of its authorized capital. If such a difference is not enough, the Company is obliged to reduce its authorized capital by the missing amount.

6.6. Withdrawal of a member of the Company from the Company does not release him from the obligation to the Company to make a contribution to the property of the Company that arose prior to filing an application for withdrawal from the Company.

Article 7. DISPUTES.

7.1. Disputes arising between the Participants are subject to settlement through negotiations.

7.2. If no agreement is reached, the dispute is considered by the General Meeting of the Members of the Company, the decision of which is final and binding.

7.3. The founders also have the right to judicial protection of their rights in the manner prescribed by applicable law.

Article 8. PRIVACY.

8.1. Documentation or any information of commercial value provided by the Members of the Company to each other, as well as to the Company, is considered confidential and cannot be transferred to third parties.

Article 9. FORCE MAJOR.

9.1. The Participant is released from liability for partial or complete failure to fulfill obligations under this Agreement, if this failure was the result of force majeure that arose after the conclusion of this Agreement as a result of extraordinary circumstances that the Participant could not foresee and prevent by reasonable measures. These circumstances include: flood, fire, earthquake or other natural phenomena, as well as war, hostilities, acts or actions government agencies and any circumstances beyond the reasonable control of the Participants.

9.2. Upon the occurrence of the specified paragraph 9.1. circumstances, the Participant must immediately report them in writing to other Participants. The notice must contain data on the nature of the circumstances, as well as, if possible, an assessment of their impact on the Participant's ability to fulfill his obligations under this Agreement.

9.3. In the cases provided for by paragraphs. 9.1. and 9.2. of this Agreement, the term for the Participant to fulfill his obligations is extended in proportion to the time during which such circumstances are in force.

9.4. In cases where the specified clause 9.1. of this Agreement, the circumstances and their consequences continue to operate for more than 6 months, or upon the occurrence of these circumstances, it becomes clear that they and their consequences will be valid for more than this period, the Participants, as far as possible short term should negotiate with the aim of identifying alternative ways of fulfilling this Agreement acceptable to them.

Article 10 FINAL CONDITIONS

10.1. Any changes and additions to this Agreement are valid only if they are made in writing, signed by the Participants or authorized representatives of the Participants, and also passed the appropriate registration.

10.2. From the moment of signing this Agreement, all previous correspondence, documents and negotiations between the Participants on issues that are the subject of this Agreement are considered invalid.

10.3. The Agreement comes into force from the moment of its signing by all the Founders of the Company.

10.4. The founders bear the costs associated with the registration of the Company.

10.5. The contract is drawn up on four pages, in two copies.

Article 11. SIGNATURES OF THE PARTIES.

Ivanov Ivan Ivanovich ______________________________________

Petrov Petr Petrovich ______________________________________

The memorandum of association is an agreement concluded between the founders of a legal entity. The document prescribes the rights and obligations of the founding parties, the goals, the procedure for conducting activities, its organization. The agreement serves as an official document indicating the decision of the founders to create a legal entity and establish the types and procedure for activities for the duration of its existence. In the memorandum of association in without fail the procedure for creating a legal entity, the type of its activity, the procedure for reorganization, liquidation, the behavior of the founders in case of unprofitability of the enterprise or incurring losses by the legal entity, making a profit, etc.

Constituent documents joint-stock companies without fail, they prescribe the size of the authorized capital, stipulate issues related to the types of shares, their number, the value of securities, the size and timing of receiving dividends from them.

If an organization, enterprise or other types of legal entity is organized by one person, then there is no need for a memorandum of association.

The main essence of constituent documents is the establishment of the rights and obligations of the founders. That is, in fact, the memorandum of association is nothing more than a legal act. With its help, all parties involved in the organization of a new enterprise determine the procedure joint activities, the creation of a legal entity, its further work, reorganization and liquidation in the event of such a need.

The persons-founders listed in the memorandum of association prescribe in the agreement the procedure for transferring their own property to the company (legal entity), Money indicating their own active participation.

The document always prescribes the procedure and conditions for the division of property between the founders, profits, damages, rights.

Constituent documents come into force immediately after signing by the parties or at another time, if such was specified at the time of the conclusion of the contract. In limited liability companies, the agreement on the creation of a legal entity is not considered a founding one.

Thus, the memorandum of association is an agreement concluded between persons intending to create a company, organization or institutions immediately at the time of the creation of a legal entity.

Memorandum of Association requirements

The basis of the memorandum of association is traditionally the partnership agreement. Similar conventions have been in use since Roman times. Then they were used for conducting trade or fishing partnerships.

In accordance with the prescribed requirements of Article 2 52 Civil Code RF, the memorandum of association must meet the following requirements:

The document obligatorily establishes: the name of the legal entity, its education, other information, including the procedure for managing the activities of the legal entity in accordance with the law for specific type management.
In the memorandum of association of non-profit and unitary organizations, enterprises indicate the purpose and subject of the company's activities.
Commercial organizations may not prescribe the subject and goals in the constituent documents, if this is not important under the law.
Constituent documents are legal acts that clearly define the obligations of participants who intend to create a legal entity.
The agreement may stipulate the procedure for withdrawal from the composition of one of the founders.
The founders of a legal entity can be both individuals and other legal entities.
The founding documents always contain the name, address of the legal entity, other information about the company, organization or institution, including the management procedure, and others.
The agreement determines the procedure for the distribution of profits and losses.
The document defines the conditions for the transfer of the property of the founders to the legal entity and the degree of participation in its activities.
The agreement specifies the size of the authorized capital, the responsibility of the participants for non-compliance with the specified rules for contributing a part of it.

The founding agreement traditionally added to the lists of consensual documents according to the method of execution. This is due to the order in which the document begins to operate, which dates from the date the agreement was reached between the parties.

With regard to the appointment in the field management activities, then the charter agreement is an organizational and official document.

In the memorandum of association, all legal aspects - drafting, execution, established order conclusions, entry into force, etc. - are regulated by the state.

The memorandum of association is an official document that establishes the company's charter. The charter acts as an addition to the current contract, fixing the legal and organizational status of a legal entity.

In the event that a company, organization or institutions are created by one person, the charter acts simultaneously as a constituent document. There is no need to draw up a memorandum of association.

If one of the founders of the organization is a legal entity, then the constituent agreement on its behalf is signed by its head or a person authorized by him.

A company, institution, organization is officially recognized as established and acquires the status, as well as the rights of a legal entity, only from the moment of state registration of the constituent document.

Surprisingly, there is no such thing as a “memorandum of association” for a limited liability company as of July 1, 2009. However, there is the concept of "an agreement on the establishment of a company." We will tell you what is the difference between these wordings, and also how the charter differs from the memorandum of association.

Previously, a written agreement between the founders of a company was formulated as a memorandum of association of a legal entity and was binding document LLC is on a par with the charter.

Now Article 11 federal law dated February 8, 1998 No. 14-FZ " About limited liability companies» it is determined that the agreement on the establishment of the company is no longer the constituent document of the company. But despite this, the founders of the LLC are required to conclude it in writing (clause 5 of article 11 of the Federal Law No. 14) and store it (clause 1 of article 50 of the Federal Law No. 14-FZ).

Memorandum and Articles of Association of LLC

These documents have completely different status and purpose, however, they are often compared. For ease of comparison, we will make it in the form of a table.

Memorandum of Association of LLC, sample

So, what information should contain the correct memorandum of association, a sample of which we will give below?

Thus, the agreement of the founders on the creation of an LLC is recorded in the document on the establishment, and nothing more.

How to work with a document

As already mentioned, the described agreement - along with the minutes of the decision to establish an LLC - confirms the intention of the founders to create an LLC; discussed and accepted general meeting. Both individuals and legal entities can act as founders.

The document must be printed in the required number of copies (according to the number of founders), signed and distributed for storage to all participants. It does not require notarization.

This agreement is not amended regarding, for example, an increase in the authorized capital, etc. However, it will have to be adjusted if the share is alienated (sale, donation, inheritance) by the founder to a third party. In this case, he will confirm the legality of the acquisition of the share by the founder. Changes must be made and recorded in writing.

The agreement may be terminated by decision of the founders.

To demonstrate the above in the form of a document, here is a sample agreement on the establishment of an LLC between an individual and a legal entity.