home Credit Approval of a major bidding transaction. Decision of the sole participant on the approval of a major transaction (with interest) LLC

Approval of a major bidding transaction. Decision of the sole participant on the approval of a major transaction (with interest) LLC

Find out when a sole shareholder decision is needed big deal and download a sample decision of one founder to approve a major LLC transaction.

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When an LLC plans to make a major transaction, it is necessary to act in accordance with the rules for approving such transactions. Including responsible persons must decide on the approval of the transaction. By law, the adoption of such a decision is within the competence of the general meeting of LLC. In the article, we will look at how these rules work if there is one participant in a society. Download a sample of the decision of one founder on the approval of a large LLC transaction from the application.

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In what cases is the sole participant's decision to approve a major transaction formalized?

Often, the sole founder and participant of an LLC itself performs the functions of the executive body of the company. But there are also cases when the sole member of the LLC hires a director to manage the company. Also, several directors may be involved in the management of a company with a single participant. If a we are talking about making a decision on a major transaction, the rules will be different, depending on the management option.

The decision of the sole founder on a major transaction does not need to be drawn up if the founder is the only participant in the LLC, and at the same time he acts as CEO(Clause 7, Article 46 of the LLC Law). However, the decision sole member Approval of a major transaction will be required if:

the sole member of the LLC does not perform the functions of the general director,
a single member holds the position of CEO, but the company is run by multiple directors.

Having a decision makes it difficult to challenge the deal.

For example, the only participant in the LLC insisted that he had not agreed to make major transactions with the bank. However, the bank presented evidence to the court that confirmed that the plaintiff had agreed to the deal. The court supported the bank (Decree of the Arbitration Court of the North-Western District dated January 14, 2016 No. A21-1057 / 2015)

That is, if the founder and director - different faces, or there are several directors in the company, it will be necessary to prepare and execute the decision of the sole founder on the approval of a major transaction, a sample of such a document is presented below. In the sample, the only participant approved the transaction at the request of the bank.

An unfilled sample of the decision of the founder on a major transaction can be downloaded from the application.

The decision of the sole participant of the LLC to approve the loan agreement with the condition of collateral as a major transaction (at the request of the bank)
The decision of the sole participant of the LLC to amend the charter. For different types of transactions, sizes have been established, upon reaching which their approval as major transactions is required.

What are the general rules for the approval of large transactions

Recall general rules related to decisions on major transactions.

The decision to approve a major transaction may be made by:

The board of directors makes a decision if (clause 3, article 46 of the law on LLC):

the charter directly refers this issue to its competence and at the same time
the value of the property under the transaction is from 25% to 50% of the value of the LLC's property.

In other cases, the decision can be made only by the meeting of participants (regular or extraordinary). convene and conduct general meeting required by general rules.

The decision must be made in accordance with the requirements of the law on LLC (Articles 37, 38 of the law). If it is not possible to obtain the approval of the board of directors or the general meeting of participants (there will not be the required number of votes), then the transaction should be abandoned. Otherwise, it will be disputed.

The decision must explicitly indicate that the authorized body approves the transaction, as well as information about it (clause 3, article 46 of the LLC Law):

persons acting as its parties and beneficiaries (exception - if the transaction is made at the auction or in other cases when the parties are not yet known by the time of approval);
price;
thing;
other essential conditions.

If the decision is made by the participants, then it is also necessary to observe General requirements to its design and content.

If in your company the sole participant is not the sole director at the same time, issue a decision of one founder on approval for a large LLC transaction (see the sample decision for a bank in the appendix). When drawing up a document, be guided by the requirements of Art. 39 and paragraph 3 of Art. 46 of the LLC Law.

Answers to questions from lawyers from 14.00 to 16.00 April 3:

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Attached files

Sample decision of the sole founder on a major transaction.doc

The transaction will be considered major if it goes beyond the boundaries of ordinary economic activity and is associated with the purchase or sale of property of a joint-stock company (more than 30% of shares) or provides for the transfer of property for temporary use or under a license (clause 1 of article 46 No. 14- FZ). Moreover, in both cases, the price of such transactions should be at least 25% of the book value of the company's assets with limited liability(OOO).

If required, they approve major agreements in accordance with the legislation of the Russian Federation (14-FZ, 174-FZ, 161-FZ, etc.) or according to the rules established in the Charter of the procurement participant. In other cases, this is done by the supplier's representative authorized to obtain accreditation at the ETP.

In an LLC, approval is the responsibility of the general meeting. If the organization has a board of directors, then on the basis of the Charter, the adoption of agreements on such operations can be transferred to its jurisdiction.

On June 26, 2018, the Supreme Court issued a Resolution of the Plenum, in which it analyzed the main disputes over the approval of major transactions and agreements in which there is an interest.

Download Resolution of the Plenum of the Supreme Court No. 27 dated 06/26/2018

When is such approval required in the contract system?

To start participating in public procurement, you need to register in the EIS. To do this, provide a general package of documents, which includes the consent to the transaction. Moreover, this is always required, including when the purchase does not belong to the category of large ones. As for suppliers who were accredited before 12/31/2018, they are required to register with the EIS by the end of 2020. Both of them will need an up-to-date sample decision on a major transaction 44-FZ.

Information must also be included in the second part of the application, if required by law or constituent documents, and also when both the provision of the contract or application, and the contract itself will be large for the participant. In the absence of this information, the candidate may be rejected at any stage before the conclusion of the contract. The auction commission of the customer is responsible for verifying the data (clause 1, part 6, article 69 No. 44 of the Federal Law).

It is important to note that individual entrepreneurs, unlike LLC, do not belong to legal entities. Therefore, they are exempted from the obligation to submit such a document for accreditation at the ETP.

Important change for 2020

But it is not necessary to include this information in the second part of the application. It is considered that if the supplier has not provided such data, then the conclusion of the contract does not fall into the category under consideration. But, as practice shows, even the decision of a single participant to approve a major transaction, just in case, is attached to the general package of documents. It is important not to make a mistake here. Otherwise, there is a risk of rejection of the auction participant due to the fact that he provided false information. Such cases are disputed by the Federal Antimonopoly Service, but the period for concluding a contract increases.

What to look for when compiling: form and content

First of all, it should be noted that in the legislation of the Russian Federation there is no single model of approval. But paragraph 3 of Art. 46 No. 14 FZ explains that such a document should indicate:

A person who is a party to an agreement and a beneficiary.
Price.
Subject of the agreement.
Other significant conditions or the order in which they are determined.

The beneficiary may not be indicated if it is impossible to determine it by the time the document is agreed, and also if the contract is concluded as a result of the auction.

At the same time, Art. 67.1 of the Civil Code of the Russian Federation establishes that the decision made by the executive bodies of an LLC must be confirmed by a notarized certificate, unless another method is provided for by the Charter of such a society or by a decision of the general meeting, which was adopted unanimously by the participants.

P. 4, Art. 181.2 of the Civil Code of the Russian Federation fixes the list of information that must be reflected in the decision of the in-person meeting of the founders. The protocol requires the following information:

date, time and place of the meeting;
persons who participated in the meeting;
results of voting on each item on the agenda;
the persons who counted the votes;
persons who voted against the approval of the agreement and requested that a record be made of it.

It happens that customers reject a participant if the decision indicates the total amount of approved transactions, and not each agreement separately. Therefore, we recommend using the wording “Approve the transactions on behalf of the Limited Liability Company “_______________” based on the results of the procedures for the procurement of goods, works, services. The amount of each such transaction shall not exceed the amount of ____________ (_____________) rubles 00 kopecks.”

illustrator — Daria Privalova

What is a big deal

A major transaction is one that involves the acquisition or alienation of property, the value of which is 25% or more of the book value of the company's assets. The value of assets is determined according to the financial statements as of the last reporting date (see Art. 78 208-FZ "On joint-stock companies» and Art. 46 14-FZ "On Limited Liability Companies").

Major transactions do not include transactions that are made in the course of the ordinary business activities of the company.

In the normal course of business, the Solution is not required:

If the sole participant of an LLC (or a shareholder of a JSC) is at the same time its sole owner executive body(part 7 of article 46 14-FZ and paragraph 1 of part 3 of article 78 208-FZ).
For individual entrepreneurs, since an individual does not have to approve transactions to himself.

AT public procurement legal entities always need to provide a Solution, but such a document is not required from an individual entrepreneur. In commercial - at the discretion of the customer. Very rarely, commercial customers require this document not only from legal entities, but also from individual entrepreneurs.

Procurement under 44-FZ

The decision is attached to the application when registering a supplier in the EIS, but there are problems with integration between the portal and sites and not all documents are immediately transferred to the ETP personal account. Since the Solution is required in each purchase, it is better to play it safe and duplicate the documents in the second part of the application.

Document preparation

Until 2019, all participants in public procurement were accredited separately at each federal site. At the same time, the sites always carefully checked the documents. If the Decision on the amount was drawn up incorrectly, the operator rejected the application and indicated a specific error in the document. After that, the participant edited it and re-applied for accreditation.

During 2019, all participants in public procurement must be registered in the Unified information system(hereinafter referred to as EIS). After registration in the EIS, the documents are transferred to personal accounts federal sites automatically without additional verification. Thus, if you have an error in the Decision, it will not be found out at the time of registration in the EIS, but when your application is rejected on this basis. Therefore, the preparation of all documents should be approached as responsibly as possible.

What to Consider When Forming a Decision

Let's name six rules:

Purchases under 223-FZ

In most purchases under 223-FZ, there is a condition that the participant must provide either a Decision on the approval of the transaction, or information that the transaction is not large with justification. Therefore, it should also be attached to each application.

Very rarely, but still, there is a condition that the Decision must be drawn up for a specific transaction that is planned to be concluded as a result of the purchase. Always read the documentation carefully and, if necessary, adjust the Solution before submitting an application.

You can use these templates to compose a Solution:

Decision on the amount of the transaction for a single participant.
Minutes of the general meeting of participants.

In the comments to the articles you can get answers from other suppliers, and experts will answer

Conducting activities by legal entities must be carried out within the framework of special regulatory documents.

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At the same time, it is worth noting separately just the need to approve large transactions - if any will take place at all. Such measures are determined in each case purely individually.

Moreover, if a limited liability company, for some reason, believes that the transaction is not large for it, it is important to prepare a document establishing this.

Otherwise, you will definitely need to issue a decision on the approval of a major transaction. This document has a fixed format.

It is worth avoiding such a violation - this can cause serious difficulties. If there are errors in the formation of reports, questions from regulatory authorities may arise.

What you need to know

Today, in order to participate in the auction, a limited liability company will need to draw up a special document that confirms the presence of a decision to complete a major transaction.

The decisive factor for determining whether a transaction is decisive will be just the cost of such.

There are many different nuances and features associated with the execution of the transaction. Separately, it should be noted the issue of registration of special protocols.

When conducting a transaction, all participants in such a transaction are indicated. There are a number of transactions that are generally considered necessarily important.

You should familiarize yourself with all the nuances and specifics of making decisions on major transactions in advance. This will prevent many difficulties, difficult moments.

It is important to carefully compose the text of the documents themselves. This will prevent fines from various regulatory organizations in the future.

Basic concepts

Today, there is specialized legislation that regulates in detail the issue of entering into large LLC transactions.

Accordingly, it will be necessary to familiarize yourself with it. The decision to approve a major transaction needs to be carefully considered.

But again, it is important to note that a correct understanding is possible only if there is knowledge of the basic terms used. These will need to be dealt with first.

These must-have terms include:

legal entity;
significant deal.

The abbreviation LLC refers to the concept of a limited liability company.

In short, it is understood that an organization of this type is responsible for its obligations only within the framework of existing property.

However, there are no alternatives. The LLC itself is usually established simultaneously by several citizens.

A legal entity is a form of organization of an institution, implying that the company itself operates within the framework of special legislation.

It is important to note that legal capacity legal entity different from the physical. Separately, it is worth dwelling on the question of what constitutes such a concept as a significant transaction.

The term "major deal" is also used. Such is a transaction, a contract, implying the acquisition, alienation or other operations with property owned by the LLC.

In this case, the main criterion for assessing the significance is the cost. If it is more than 25% of the balance sheet assets of the LLC itself, then it is automatically considered large.

Otherwise, if the LLC does not consider it to be a large one, an appropriate document must be drawn up.

Why is it needed

The very same requirement regarding the implementation of a major transaction allows you to simultaneously solve several problems.

These include:

formation of reports on ongoing actions;
notification of shareholders about the activities of the enterprise itself;
the approval decision itself gives the right to participate in electronic and other auctions.

The fact is that only if this is the case, it will be possible to participate in large tenders. The main regulatory document that defines this moment is accreditation for trading platform.

At least state auctions in without fail are played between companies that have provided such accreditation. Accordingly, this will require a decision on the approval of a major transaction.

The legislative framework

The main legislative norm, within the framework of which there is a need to draw up such a document, is just the federal law No. 44-FZ of 04/05/13

This includes the main provisions within which the process of conducting contract purchases, tenders for the execution of various kinds works.

In detail the scope in which this can be used at all normative document, denoted in .

Moreover, in addition to this legislative document There are a large number of other points directly related to the design. Again, these need to be dealt with carefully. A complete list of them is reflected in.

All questions regarding the implementation of purchases, as well as regarding the documents provided, are determined by a specialized commission.

All questions, the subtleties of such are determined on the basis of. This determines the mode of operation, as well as many different other points.

All of these will need to be reviewed first. Only in this way it will be possible to avoid many difficulties.

Particular attention should be paid to the head of the organization when making such a decision. Since it will be responsible for the implementation of the appropriate type of procedure.

Accordingly, his participation is required in the process without fail. Otherwise, quite serious troubles will occur.

You should carefully study the law. This is the only way to avoid fines.

If the head of the organization believes that his rights have been violated in any way, or the interests of the organization have been infringed, then such an issue requires a trial.

It should only be remembered that such a process implies a rather serious investment of time. Therefore, if possible, try to resolve controversial points in exactly the right order.

How to write a Major Deal Approval Form

The decision of the sole participant of an LLC on the approval of a major transaction, a sample of which can be found on the Internet, must be drawn up in accordance with certain requirements of legislative norms.

There is a fairly extensive list of those. Nevertheless, the process of registration itself usually does not cause difficulties.

But at the same time, it is important to note that the design algorithm must be carried out within the framework of the law indicated above.

The execution of a major transaction involves the execution of a balance sheet, as well as a number of other regulatory papers.

The main issues to be considered in advance will include the following:

how the procedure is carried out - one founder, two founders;
Is it possible to challenge?
court refusal.

How is the procedure performed

The decision to approve a transaction of this type can be made in various ways. It all depends primarily on exactly how many founders there are.

This issue needs to be worked out in advance. Since the format of documents depends on this, as well as a number of other points.

It is worth noting that in the case of one founder, the process will be somewhat easier to implement.

One founder

Today, in the case when the LLC has only one founder, the approval of a major transaction is not required at all.

Since, according to the legislative norms, the provisions on the approval of a major transaction by institutions where there is only one founder, no approval is required in writing.

Since there is simply no possibility of protests against the procedure within the organization itself.

Such a moment is defined in the same way for all organizational forms. Moreover, it is important to note that earlier this kind of rule did not work.

Accordingly, even if there was only one founder, it was necessary to carry out the process of approving the transaction in writing in the prescribed manner.

Video: how to approve a major deal in an LLC

Accordingly, it was required to sign by the founder himself, who is the director.

Today, the process is significantly simplified, it is possible to easily carry out transactions without approval with one founder of a limited liability company.

Two founders

If there are two founders or even more, it is necessary to carry out the process of drafting a decision on a major transaction without fail.

This moment is determined primarily by the legislation on limited liability companies -.

According to this regulation, the board of directors adopts the regulation if:

In all other cases, the decision will be made by the meeting of participants - regular or extraordinary.

The very algorithm for convening such a meeting will be carried out in a standard way, in a general manner. Moreover, the decision on the transaction in the second case will be made by a majority vote.

This moment is again regulated by the law on LLC -. If there is only one participant in the society, then the corresponding decision will be made completely individually.

Is it possible to challenge

There are often situations when there are disagreements among the founders of an LLC. Accordingly, this may also apply to the implementation of various major transactions.

There are often situations when it becomes necessary to challenge the transaction. Today, such a process can be carried out within the framework of the law.

This moment is determined by special legal documents. Such is .

The following persons have the right to challenge such a decision simultaneously:

Court refusal

It will be possible to challenge the decision on a major transaction only through the courts - there are simply no alternative options.

Legislatively, such a document is not mandatory, but its presence can play a role key role in different situations related to accreditation. For example, when the customer requires it from the supplier (for commercial purchases). Most often, representatives of medium and small businesses need to draw up this document.

Decision on a major transaction for an individual entrepreneur and a sole participant in an LLC

First of all, it is worth emphasizing the fact that the current legislation of the Russian Federation (Article 66 No. 44-FZ) does not establish any requirements for providing a decision on. In fact, the concept of "big deal individual entrepreneur' does not exist in principle. Read more about major transactions for an LLC.

The need to issue a decision on the approval of a major transaction applies not only to an LLC, but also to:

budgetary institutions;
unitary enterprises;
joint-stock companies;
state companies, etc.

If there is only one founder in the LLC, then instead of the decision mentioned earlier, you need to draw up single party decision. The form is filled in personally by the founder, then submitted to the trading platform or attached to the application (if there was a requirement of the customer).

As for filling out such a document, for a single participant it has some nuances that are very important to consider:

composition of persons who are parties to the transaction;
the amount of the transaction;
subject of the contract;
beneficiaries;
any other important terms.

This document must be drawn up in writing, and it must also be confirmed with the signature of a member of the company.

Decision to approve a major transaction for an LLC

This document is drawn up by the authorized body (general meeting of participants) of the LLC and may have one of the types of approval:

for a future deal
for the completed deal.

The very concept of a "major deal" includes transactions:

purchase and sale;
loans;
rent;
results of intellectual property;
other varieties.

And as part of such a decision, special attention should be paid to reflecting the following data:

price;
the subject of the transaction;
information about the second party concluding the transaction (data are not always available for upcoming auctions or other similar reasons);
any other important terms.

As regards the specified conditions, they should be described as precisely as possible, taking into account all the maximum or minimum parameters, and all possible alternatives should be considered.

It should be remembered that this document is valid only for the period indicated in it. The future transaction must be completed within this specific period and no later than that. Typically, this period is 1 year.

As for the price, you need to specify the amount that will be offered during the transaction, and its size is selected individually for the situation. On the other hand, even if the amount can be anything, it would be logical to indicate the maximum possible amount that the company is willing to pay for the successful completion of the transaction.

If the specified amount is not sufficient to consider the transaction "large", then the consequences are not as critical as it might seem. It is only necessary to draw up a decision on the approval of the transaction again, taking into account necessary changes, because of which the transaction was not large, namely, prices.

The price is determined based on the following indicators:

The composition of the certificate containing the data of the accounting report on the value of the property of the company should be taken into account.
Not being able to pre-calculate the amount, the maximum possible amount that the company is able to offer is indicated.
If there is a possibility of preliminary calculation, the amount is taken into account based on this information.
When taking a loan, the amount of debt is calculated, as well as interest for using the loan.

According to information from the Civil Code (clause 3 of article 67.1), it is necessary to notarize this document. However, on the other hand, few people want to notarize the decision with the specified maximum possible amount. This can be avoided if, at the meeting of participants, this issue (on the choice of a method for confirming a decision on a major transaction) is included in the agenda. Thus, the need for notarization is completely canceled.

Approval of a major deal (video)

This video tells you how to properly approve a major transaction, as well as the legislative acts that govern this process.

An incorrectly drafted decision on a major transaction can lead to serious consequences, the main of which is the denial of accreditation on the trading floor. If the supplier considers that the transaction is not large, it is enough to attach a certificate instead of the decision, which confirms this fact.