Approval of a major transaction from 01.01 sample. A major transaction requires an approval decision

Decision to approve or commit major deal 44-FZ is a special document that is mandatory when carrying out procurement procedures, under certain conditions. We’ll figure out when a budget organization needs it, and we’ll also provide a current sample that will help not only draw up, but also check the document provided by the supplier.

Do I need to approve a major transaction in a budget institution?

State employees, in turn, are burdened with additional obligations to the state, which means that the execution and implementation of a major transaction is somewhat different from the algorithm for commercial structures. But how to approve a major transaction in a budget institution?

The first difference is determining the size of the transaction, that is, calculating the maximum amount, starting from which the purchase will no longer belong to a simple category, but to a large transaction. Specific volumes have been determined for public sector employees. Thus, a large one is recognized as one whose value exceeds 10% of the book value of the property and assets of the institution, and its key content is the disposal of funds, the transfer of property (assets) for use or on collateral, or the complete alienation of assets and property.

Please note two key conditions:

1. Not only one single purchase, but also several interrelated ones can be recognized as large.
2. The cost limit may be lower if such a condition was specified in the constituent documents budgetary institution.

The book value of assets and, therefore, the 10% threshold for the value of a large transaction for each institution is determined on a separate basis. The data is generated on the basis of the institution’s annual financial statements for the previous year (data from the accounting balance sheet - line 410, column 10 f. 0503730).

So, for example, the book value of assets at the reporting date may be 500,000 rubles, and therefore, for this institution, any contract worth 50,000.01 rubles or more will be considered large. In other words, such an organization will have to coordinate literally every step with the founder.

If the operation meets the requirements specified above, then it cannot be carried out without appropriate approval from the founder. This is the second exceptional feature for state employees.

So, in order to obtain approval, you will need to send the appropriate package of documents to the body exercising the functions and powers of the founder. Please note that this body must be vested with the appropriate powers, otherwise the application for approval will have to be redirected to higher structures.

Why and when is a document needed?

It is important for a budget organization that acts as a procurement customer to know that proposals received during the procedure have been agreed upon with the supplier’s executive bodies (meeting of founders, board of directors, etc.). This requirement is due to the fact that it is important for the customer to understand that a major transaction that turns out to be outside the scope of the usual economic activity, will not lead the performer to bankruptcy and failure government contract. Simply put, a budget organization needs confirmation that the participant can fulfill an expensive contract.

For contracts concluded within the framework of economic activity adopted by the charter, approval is also required. As a rule, it contains a limit on the amount. The maximum amount of such a transaction is not limited by law, but the owner must have an understanding of its limit.

The supplier provides a decision on the approval of transactions on electronic platforms as part of the main package of documents at the stage of registration and obtaining the status of an accredited company. A sample decision on approval under 44-FZ will help you check whether the document meets the requirements. At the end of the article you will find several examples for various organizations.

How to write an endorsement

The founder, in relation to his subordinate institutions, has the right to establish a different procedure for the coordination and approval of major transactions. Below we present the algorithm that applies to a budgetary institution subordinate to the Judicial Department under the Armed Forces of the Russian Federation.

The decision to approve a major transaction is made only by a special commission. To consider the issue of approval, the institution must send an application drawn up in a certain form (the form is approved by a representative of the founder).

The application must contain the following mandatory details:

1. Subject, purpose, type, and amount (all positions are required).
2. The expected date of concluding one or more related transactions.
3. The deadline for fulfillment of the terms of a contract or several contracts by the parties.
4. Sources of financing, as well as associated costs for its implementation.
5. Security, if there is such a condition in the contract.
6. List of property objects that will be transferred as collateral. The book value of such property as of the reporting date is indicated.
7. The procedure by which a counterparty or counterparties will be selected for interrelated agreements and contracts. For example, a direct contract or competitive procedures.
8. The name and registration details of the intended counterparty, which must be indicated in the application based on data on the market monitoring conducted.
9. Other terms of the contract, if any.
10. The total volume of accounts payable and receivable as of the date of application, including taxes, contributions, fees and other payments to the budget system.
11. The book value of assets of a budgetary institution as of the last reporting date.

The prepared application must be signed by the head of the budgetary institution, as well as the chief accountant or other person entrusted with these powers. Ready document fastened official seal organizations.

Along with the application, the institution is required to provide supporting documents. These include:

• feasibility study;
• draft agreement on the implementation of a major transaction;
• motivated justification for the counterparty selected based on the market analysis;
• assessment report market value property (not older than 3 months from the date of approval of the report).

The commission reviews the received package of documents within 30 days. Please note that commission representatives have the right to request additional documentation and justification to confirm the circumstances and conditions.

The decision of the special commission can be not only approval or refusal to carry out a major transaction, but also other options. For example, an indication of change essential conditions contracts and so on.

After 10 days from the date of execution of the contract, the institution must report to the founder in the prescribed form.

The head of the institution bears responsibility for carrying out a major transaction in violation of the procedure approved by the founder in relation to his subordinate institutions. In addition, such a transaction may be declared invalid.

For example, if public sector entity The “Museum” enters into an agreement for the supply of equipment worth 10 million rubles, and the book value of the museum’s assets is 20 million rubles, then the founder has the right to invalidate the agreement.

Please note that the institution has the right to independently declare the transaction invalid in such a situation. However, according to the current legislation, the parties to an invalid transaction are required to return or reimburse all assets, money and property transferred in fulfillment of the terms of the contract.

How to check a document received from a supplier

Most often, public sector employees and government organizations organize procurements rather than participate in them. Therefore, it is useful to know how to check the decision to approve a major transaction.

Checking the criteria

For companies, joint stock or limited liability, the criteria for the preparation of documents for approval of the terms of the contract have been determined. If there is only one participant in the constituent documents of the company, then a sample decision is drawn up with his signature the only participant approval of a major transaction. If there are more than two founders in the company, then the issue is resolved at an extraordinary meeting, at the end of which a protocol is drawn up. Download a sample protocol for approval of a major transaction of LLC 2 founders at the end of the article.

At the legislative level, these documents are regulated by Federal laws:

1. For limited liability companies, Federal Law No. 14-FZ dated 02/08/1998 (Federal Law “On LLC”) applies; it provides information about which body of the company is authorized to make such a conclusion.
2. For joint stock companies, the Federal Law “On Joint Stock Companies” dated December 31, 2005 No. 208 applies.

We would like to draw special attention to the fact that in accordance with the Federal Law “On LLC”, if the only participant in a company acts as an executive body, he does not have to make a decision on approving a major transaction of the sole founder. Moreover, during accreditation he must provide information mail or a conclusion that, within the framework of the law, the contract is not significant for him.

Checking the form and content

Article 181.2 of the Civil Code reveals the requirements for the content of such documents. Sample decision on approval or execution of a major transaction in accordance with clause 4, part 5, art. 66 Federal Law No. 44-FZ or, in other words, decisions on approval or execution of transactions based on the results of electronic auctions on behalf of the procurement participant - legal entity indicating information about the maximum amount of one such transaction is not approved by law. You should check that it is indicated.

Large transactions include transactions whose value exceeds 25% of the value of all company assets. The charter allows for setting a different price threshold, changing or adding to the list of possible agreements.

The current legislation of the Russian Federation requires an official decision to approve a major LLC transaction. The procedure is usually carried out by a general meeting of all participants. If organized supervisory board, then such a function can be assigned to it by the charter (but only if the subject of the agreement is worth no more than half of the available assets).

If the LLC was founded by one person, then all the functions that fall within the competence of the general meeting are assigned to him - in this situation, a sample decision of the sole founder to complete a major transaction is required. However, the only participant can independently resolve such issues only when he is not the sole executive body.

Sample decision on a major transaction

The law does not establish exact requirements for the form in which sole founder must formalize consent to enter into expensive agreements. The decision to approve an interested party transaction and any major transaction is made in writing.

As a sample to fill out, you can use the template provided in the FreshDoc service, it includes the following information:

• date and place of document preparation;
• full information about the founder;
• name and details of the parties whose agreements are subject to approval, their statuses, basic conditions;
• confirmation of the powers of the person acting as sole executive body, to carry out all actions to implement the approved decision.

A sample decision on a major transaction is signed by the sole founder, and there is no need to put a stamp.

Duration of the decision to approve a major interested party transaction

Neither the Civil Code of the Russian Federation nor the Federal Law “On LLC” contains any indication of how long the decision actually made by the founder is. The opinion of the Plenum of the Supreme Arbitration Court is as follows: in the document confirming approval, you can include a condition on the period of its validity - in this case, only a transaction concluded during the specified period will be considered appropriately authorized. If there is no time frame, then the decision made will be considered valid for one year from the date of its adoption.

The need to prepare a decision on the approval of a major transaction is not regulated at the legislative level, which is prescribed in Federal Law-44 and Federal Law-223. However, in practice, the document is required for accreditation on many trading platforms, including government and commercial ones electronic trading. On January 1, 2017, new rules for its registration came into force, due to changes in legislation.

Features of documenting a decision on a major transaction

A major LLC transaction requires the signing of a decision by the management body in the form:

• Agreements regarding a future transaction
• Approval of an already concluded contract

Making a decision on a major transaction is entrusted to the general meeting of company participants, which is regulated by Article 6 of Federal Law No. 14. The decision is made in writing in the form of minutes of the general meeting of LLC participants. In some LLCs, a board of directors is created, the scope of which includes the approval of major transactions with the execution of the corresponding decision.

The approval procedure for a major transaction is carried out in strict accordance with the requirements of current legislation.

How to formalize a decision to approve a major LLC transaction, sample

Preparing a decision on a major transaction, a sample of which is attached below, is prerequisite participation in a tender on many electronic platforms, especially government ones that exist today. Accreditation for the ETP implies the preparation of the specified document in accordance with all standards. Its embodiment is possible in various interpretations. The choice of a specific option is determined by the number of co-founders of the company. For an LLC with a single founder, a document is prepared - the decision of the sole participant to approve a major transaction.

Filling out the form is carried out on behalf of the founder and sole participant of the LLC with its subsequent submission to the selected trading platform or attachment to the application if established this requirement by the customer.

The decision of a single participant to approve a major transaction must contain a certain set of mandatory details:

• specific subject of the transaction
• list of persons acting as parties to the transaction
• beneficiaries
• the amount of the transaction
• other important conditions

If a transaction is concluded through bidding, the decision does not require specifying the parties and beneficiaries due to the fact that they remain unknown at the time the transaction is approved.

The decision on a major transaction by the sole founder is made in writing. Required in mandatory confirm the document with the signature of a company member; letterhead and seal are not needed.

Registration of documentation involves indicating its name along with the name of the organization itself. The next stage is designating the place and date for preparing the decision. Then an introductory part is drawn up indicating the surname, name, patronymic of the founder, a set of his passport data, TIN, main state registration number, position held in the company and the name of the LLC. It is also necessary to define an agenda indicating the issue under consideration. The main part of the decision on a major transaction contains the decision made regarding the contracts to be concluded and the amounts approved Money. Final element The document includes an indication of the position, surname, name and patronymic of the co-founder of the LLC along with his name, as well as the signature and seal of the company.

An important point is the designation of the transaction amount in the approved document. It can be determined based on the following rules:

• The size of the contract is determined on the basis of the requested certificate containing the accounting report data on the book value of the LLC’s property as of the last reporting date
• If it is possible to pre-calculate the amount, the size is calculated based on it
• If you participate in a tender and it is impossible to pre-calculate the contract amount, you must indicate the maximum amount that the company can offer
• When concluding a loan agreement, you need to take into account the amount of the principal debt and accrued interest for using the loan provided

If the organization plans to conclude a number of agreements at once, it is permissible to formalize them in one document.

An important issue is also the validity period of the decision. The document is valid for the period of time recorded in it. By default, this parameter is 1 year. Within the specified time, the agreed transaction must be completed.

In accordance with the amendment to the Civil Code of the Russian Federation dated September 1, 2014, it is required to notarize the decision made.

The given sample of the founder’s decision to approve a major transaction is universal - it is suitable both for submission to the ETP and for presentation to the customer.

A decision document on approval of a major transaction is, first of all, required to pass accreditation on all 5 state electronic trading platforms and on most commercial ones. This decision can be compiled in various versions depending on the number of founders of the company. If the LLC consists of one founder, then the document is entitled “Decision of a single participant,” but if the company consists of several founders, the document will be called “Protocol of approval of a major transaction.”

The decision to approve a major transaction may also be an integral part of the application for participation in the tender; in this case, the same document is attached as when passing accreditation.

Most often, approval of a major transaction is required to participate in the competition. If for a participant in the competition the transaction underway is not major, a certificate stating that the transaction is not major is attached. Otherwise, a decision on approval is attached.

What amount should I indicate in the approval decision?

Often, novice tenderers have a question about what amount to indicate. In fact, in this decision you can indicate any large amount within which you are ready to conclude a contract as a result of a particular tender. Usually the amount is indicated at several hundred million rubles. She doesn't oblige you to anything!

If you indicated in this decision when passing accreditation on the ETP an amount less than what is required to participate in any competition, you can always draw up a new decision on approval and upload it to the site.

So that you can draw up the correct approval of the transaction, we have prepared for you samples of this document that have been tested and are ready for accreditation and participation in the tender.

If you still have questions about drawing up tender documentation, contact us for a free consultation using the chat in the bottom right corner of the page!

Download a sample decision on approval of a major transaction (sole founder) (Microsoft Word.doc document)

Protocol of the decision to approve a major transaction(several founders)(Microsoft Word document.doc)

Recently, new requirements for the execution of a decision or protocol on the approval of a major transaction came into force. For LLC they are installed new edition Law No. 14-FZ, and for joint-stock companies - a new edition of Law 208-FZ

Recently, new requirements for the execution of a decision or protocol on the approval of a major transaction came into force. For LLCs they are established by the new edition of Law No. 14-FZ, which came into force on September 1, 2017, and for JSCs - by the new edition of Law 208-FZ, which has been in force since July 30, 2017. These laws established a new requirement: the validity period of the decision/protocol on approval of a major transaction must be indicated. If such a period is not established, the decision by default will be valid for a year from the date of its adoption. The material offers ready-made forms of these documents in MS Word format for downloading.

What is the difference between a decision on a major transaction and a protocol?
The decision to carry out a major transaction has the right to be made by the sole participant (founder) of the LLC. In contrast to the decision, the minutes are drawn up at the general meeting, if the LLC or JSC has several member-owners. The minutes must indicate the chairman and secretary of the meeting, the presence of a quorum for making a decision. These are the main differences. For brevity, the term “solution” is used later in this article.

Why do participants need a decision on a major transaction?
First of all, it is required to pass accreditation on 6 electronic trading platforms (Part 2 of Article 61 of Law No. 44-FZ), as well as on many commercial ones (in accordance with the regulations of such electronic trading platforms).
Secondly, when submitting applications for participation in electronic auctions (clause 4, part 5, article 66 of Law No. 44-FZ). When transferring the second parts of applications to the customer, such a decision or protocol is automatically transferred to the Customer from the documents posted on the ETP during accreditation. However, when submitting an application, any participant can attach a current transaction approval document, which will also be sent to the customer for consideration. In this case, the document with a later date will have legal force.
Thirdly, when applying for participation in open competition(subclause “e” part 2 of article 51 of Law No. 44-FZ) or in a closed auction (subsection “e” part 2 of article 88 44-FZ),
Fourthly, such a decision is required by banks when considering an application for the issuance of a bank (independent) guarantee for participation in a tender or to fulfill their obligations under a contract/agreement.

How do changes in laws affect procurement participants?
1. A participant may be denied accreditation to the ETP. In this case, you will have to wait for a second decision on accreditation (up to 5 working days - Part 4 of Article 61 of Law No. 44-FZ), and during this time the submission of applications for the “delicious” tender may already end.

2. Rejection of the submitted application for participation in electronic auction, open competition, closed auction. Since it was not previously specified how long the decision was valid, the customer approached the consideration of such a decision quite formally, checking by and large its availability and the amount of the permitted transaction, and could not reject the application if, from the date of the decision/protocol on a major transaction More than a year has passed.

What should you do now?

1. Check whether the validity period is indicated in your decision or protocol on a major transaction.

2. If the validity period is not specified, issue a new protocol extraordinary meeting participants and indicate the decisions made. If the organization has only one owner, he alone makes such a decision.

3. Make changes to your organization’s documents on each ETP - delete or mark the previous solution as irrelevant and upload a new one.

4. If no changes have been made, a new decision must be attached to each application submitted.

Decision making methods

According to paragraph 3 of Art. 67.1 of the Civil Code of the Russian Federation adoption general meeting of the company's participants, the decision and the composition of the company's participants present at its adoption are confirmed by:

1. Notarization (almost unrealistic in practice and expensive).

2. By the method of confirming the decision specified in the Charter (hardly specified in most company Charters).

3.The method of confirming the decision specified in specific decision(optimal), or specified in a separate solution. In this case, one of the agenda items must include the question “On choosing a method for confirming the adoption of decisions on all issues on the agenda.” Then, in the decision itself on the agenda items, indicate the chosen method (for example, “Resolved: to determine the signing of the protocol by all LLC participants as a method of confirming the adoption of decisions by the extraordinary general meeting of LLC participants and the composition of LLC participants present at their adoption.”

From practice: It is advisable not to indicate specific names of ETPs and their websites in the decision. They change quite often, which leads to applications being rejected on formal grounds, for example:

“Attached is a decision on approval or execution of transactions based on the results of auctions held on electronic ETP site MICEX "Government Procurement" www.etp-micex.ru. The operator of the National Electronic Platform www.etp-ets.ru is Joint-Stock Company"Electronic trading systems"(JSC "ETS"). You must specify the correct operator name electronic platform. You can adjust your application and resubmit it for review.

“Clause 5 Decision on approval or execution of transactions on behalf of the supplier based on the results of bidding: In the attached decision, you need to correct the name of our platform - JSC "Unified Electronic trading platform", and not JSC (from September 7, 2015, our ETP was renamed from JSC to JSC).”

For accreditation, is it necessary to indicate the method of public procurement in the decision on approval of transactions?

The Arbitration Court of the Moscow District, in its Resolution dated June 29, 2017 in case No. A40-132329/2016, explained that procurement participants do not have such an obligation. If the procurement method is named in the application for accreditation, the operator of the electronic platform has no right to refuse it.

Despite the fact that the court supported the participant in this case, it is better to reduce the risk of denial of accreditation in advance. To do this, we recommend that in the decision to approve or carry out transactions based on the results of procurement, the methods of conducting them: “including an electronic auction.”

Who has the right to participate in procurement without a decision on major transactions?

A decision is not required to be attached to the application:

1. For individual entrepreneurs. For them, the procedure for approving transactions is not provided for by law.