An example of filling out the charter. How to write the charter of an LLC: what nuances and features should be taken into account

Authorized capital

Must be at least 10,000 rubles. Also, the charter should prescribe the procedure for paying shares by participants.

Increase the authorized capital

You can additionally regulate in the charter, for example, in case a certain number of participants enter the company. It is also necessary to indicate, due to which it can be increased authorized capital- property, financial resources, bonds and other things.

Decrease in authorized capital

It is necessary to think over and write down the provisions according to which a decrease in the authorized capital may occur. For example, in the event of the withdrawal of one or more participants from the LLC. It is necessary to describe in detail how the shares will be paid in this case, and in what order.

Company property and distribution of profits

It is necessary to carefully approach the distribution of profits - to establish in what order this will happen and in what time frame.

Participants, their rights and obligations, withdrawal and exclusion

It is necessary to indicate the number of participants in the company, carefully describe their rights - participation in the management of affairs, in the distribution of profits, in operations for the alienation of property, in the liquidation of the company, and so on. Responsibilities typically include paying dues, maintaining confidentiality, upholding the basic provisions of the articles of association, and obeying the decisions of general meetings of the LLC.

There should also be a procedure for exclusion of participants. This issue is regulated by Article 12 of the Federal Law on LLC, which establishes that participants whose shares in the aggregate amount to at least 10% of the company's authorized capital can apply to the arbitration court with an application to exclude a participant from a company.

According to the law, there are only two grounds for exclusion of a participant:

• gross violation by the participant of his obligations arising in connection with participation in the company, provided for by the charter of the company or the legislator;
• committing actions (inaction), entailing the impossibility of normal economic activity society or significantly hindering it.

Transfer of a member's share to authorized capital

In this paragraph, it is necessary to describe in what cases and to whom the share of a member of the company can go. For example, through the purchase and sale, by inheritance, as a result of the sale to third parties or through a donation agreement. You should also describe the order of this or that procedure, the timing and consequences.

Pledge of shares in the authorized capital

It is necessary to carefully take care of situations when one of the participants pledges his share in the company to third parties. The following rules usually apply in such cases.

If any participant has pledged his share in the charter capital to third party creditors, the company has the right to pay the creditors the actual value of the share or part of the share of the company's participant. By decision general meeting participants of the company, accepted by all participants of the company unanimously, the actual value of the share or part of the share of the participant in the company whose property is being levied may be paid to creditors by the other participants in the company in proportion to their shares in the authorized capital of the company, unless another procedure for determining the amount of payment is provided for by the charter of the company or decision of the general meeting of the company's participants.

Acquisition by an outside company of a share or part thereof in an LLC

Such a case should be provided for in the charter and describe in which cases an outside company can acquire a share in this company and under what conditions this can happen.

Application for the recovery of a share or part of a member of the company

If a member of the company is indebted to creditors, an appeal may be sent to the address of the LLC to recover the share of a particular member. Such an appeal can only be made on the basis of a court decision. In this case, the company may independently pay the value of the share to the creditors or, if within three months from the date of presentation of the claim by the creditors, the company or its participants do not pay the actual value of the entire share or the entire part of the share of the member of the company that is being levied, levying execution on the share or part of the share of a member of the company is carried out by selling it at a public auction.

Company management bodies

The supreme governing body of the company should be the general meeting of all participants. The sole executive body is usually the CEO. Any of the members of the company, as well as any of the outsiders, can become the General Director.

Large transactions and the interest of participants

A major transaction is one that is associated with the alienation, acquisition or the possibility of alienation by the participants of the property of the authorized capital, the total value of which is twenty-five percent or more of the value of the company's property, determined on the basis of accounting data for the last reporting period preceding the day the decision was made to conclude such transactions. .

The decision to approve a major transaction by the company is made at the general meeting of participants.

For example, the following transactions are not considered large:

• committed in the course of the ordinary business activities of the company;
• in a society of one member;
• on the transfer of a share or part of it from a participant to a company;
• committed in the process of reorganization of society.

The charter of the company may provide that the conclusion of major transactions does not require a decision of the general meeting of participants in the company and the board of directors (supervisory board) of the company.

The procedure for storing documents and providing information

Usually documents are stored at the address and place of residence of the sole proprietor. executive body(general director).

Upon a written application to the address of the company from a participant, an audit company or other interested parties, an LLC is obliged to provide its charter and additional documents, which may contain any recent changes.

LLC is not obliged to disclose information about itself, about its activities. However, if it publicly places equity securities (for example, bonds), obligations arise in the annual publication of financial statements and balance sheets, and information about the type and direction of the LLC’s activities must also be disclosed, in addition, the law provides for some other grounds when the company must place information about yourself in open sources.

Reorganization and liquidation

The decision on the reorganization of the company can only be taken at the general meeting. In case of joining other legal entities or creating new ones, reorganization occurs at the time of state registration.

Liquidation is the complete termination of the company's activities without the transfer of rights and obligations by succession to other persons. The property of the liquidated company remaining after the completion of settlements with creditors is distributed among the participants of the Company in the order of priority. The decision on liquidation can be taken by the participants unanimously (voluntary liquidation) or by the court (forced liquidation).

The reorganization of a company can be carried out in the form of merger, accession, division, separation and transformation. When reorganizing, appropriate changes are made to the existing charter.

It is allowed to reorganize the company with a simultaneous combination of its various forms. An LLC has the right to be transformed into a joint-stock company, a business partnership or a production cooperative.

Final provisions

Here it is necessary to mention that the charter will be valid from the moment of state registration / amendment of the company from limited liability.

The Charter is the main document required for the registration of a new legal entity and its further activities. When creating a business entity, the Charter is first of all developed, since it is this document that regulates what the enterprise will do, how it will be managed, where it will be located, what should be introduced.

The development of a sample of the Charter of an LLC enterprise can be carried out both by the founders of the legal entity themselves, and they can entrust this matter to specialists - lawyers.

Another option is to use the Articles of Association, which is approved by the founders of the LLC or a body authorized by the founders. Such a Charter is used more often in practice. What is contained in the document developed at the meeting of the founders?

The following information is entered:

• Company name
• Type of legal form (LLC)
• Company location address
• Control order
• Other information that is required to be entered in accordance with specific type enterprise activities

In general, the statutes of different enterprises cannot be drawn up identically. This is due to the fact that each legal entity has a different organizational structure(director, general director), gives the head a different scope of authority, conducts various business activities.

Mandatory clauses of the Charter

The charter of a legal entity must fully reflect the activities of a business entity. In order for all information to be reflected in full, the model Charter of an LLC, as a rule, contains the following sections:

Registration

When registering an LLC in the Unified State Register of Legal Entities, the registrar is provided with the Charter of the LLC and a number of other documents. If later required, they will also need to be registered with the Unified State Register of Legal Entities.

limited liability company, created by the sole founder

1. GENERAL PROVISIONS

1.1. Limited Liability Company "", hereinafter referred to as the Company, was established in accordance with the Civil Code Russian Federation and the Federal Law "On Limited Liability Companies" (hereinafter referred to as the "Federal Law").

1.2. The Company is a legal entity and carries out its activities on the basis of the charter and the current legislation of the Russian Federation.

1.3. Full company name of the Company in Russian: Limited Liability Company "", abbreviated company name in Russian: OOO "", full company name in language: "", abbreviated company name in language: "".

1.4. The company is considered established as a legal entity from the moment of its state registration in the established federal laws okay.

1.5. The society is created without limitation of term.

1.6. The Company has the right to open bank accounts in the Russian Federation and abroad in accordance with the established procedure.

1.7. The Company has a round seal containing its full corporate name in Russian and an indication of its location. The Society's seal also contains the Company's corporate name on . The Company has stamps and letterheads with its corporate name, its own emblem, as well as a duly registered trademark and other means of visual identification. The procedure for the development and approval of the content and sketches of the seal, stamps, emblems, trademarks is determined by the internal regulations of the Company.

1.8. The company is the owner of its property and Money and is liable for its obligations with its own property.

1.9. The Participant is not liable for the obligations of the Company and bears the risk of losses associated with the activities of the Company, within the value of his share in the authorized capital of the Company.

1.10. Russian Federation, subjects of the Russian Federation and municipalities are not liable for the obligations of the Company, just as the Company is not liable for the obligations of the Russian Federation, constituent entities of the Russian Federation and municipalities.

1.11. Location of the Society: .

2. PURPOSE, SUBJECT, TYPES OF ACTIVITY

2.1. The purpose of the Company's activities is to make profit.

2.2. The subject of the Society's activity is: .

2.3. Society has civil rights and performs the duties necessary to carry out any activities not prohibited by federal laws, including: .

2.4. Certain types activities, the list of which is determined by federal laws, the Company may be engaged only on the basis of a special permit (license). If the conditions for granting a special permit (license) to engage in a certain type of activity provide for the requirement to engage in such activity as exclusive, then the Company during the validity period of the special permit (license) is not entitled to carry out other types of activity, with the exception of the types of activities provided for by the special permit (license). ) and related ones.

2.5. Intervention in the economic and other activities of the Company by state and other organizations is not allowed, if it is not due to their right to exercise control over the activities of the Company.

3. SHARE CAPITAL

3.1. The authorized capital of the Company is made up of the nominal value of the share of its member.

3.2. The size of the authorized capital of the Company is rubles.

3.3. The authorized capital of the Company determines minimum size his property guaranteeing the interests of his creditors.

3.4. The actual value of the share of a member of the Company corresponds to the part of the value of the net assets of the Company, proportional to the size of its share.

3.5. Payment for a share in the authorized capital of the Company may be made in cash, securities, other things or property rights or other rights having a monetary value.

3.6. The monetary value of the property contributed to pay for the share in the authorized capital of the Company is approved by the decision of the sole participant.

3.7. By the time of registration of the Company, the authorized capital has been paid in cash in the amount of %.

3.8. An increase in the authorized capital of the Company may be carried out at the expense of the Company's property, at the expense of additional contributions from a member of the Company, and also at the expense of contributions from third parties accepted by the Company.

3.9. The increase in the authorized capital of the Company at the expense of its property is carried out by decision of the sole member of the Company.

3.10. A member of the Company may decide to increase the authorized capital of the Company by making additional contributions. This decision determines the total cost of the additional contribution.

3.11. An additional contribution may be made by the sole member of the Company within two months (another period may be established) from the date of the decision specified in the previous paragraph.

3.12. The Member of the Company may decide to increase the authorized capital based on the application of a third party (applications of third parties) to accept him (them) in the Company and make a contribution.

3.13. The third party's application must indicate the amount and composition of the contribution, the procedure and term for its payment, as well as the size of the share that the third party would like to have in the authorized capital of the Company. The application may also specify other conditions for making contributions and joining the Company.

3.14. Simultaneously with the decision to increase the authorized capital of the Company on the basis of the application of a third party (applications of third parties) on accepting him (them) into the Company and making a contribution, a decision should be made to amend the Charter of the Company related to the admission of a third party (third parties) in the Company, determining the nominal value and size of its share (their shares), increasing the size of the authorized capital of the Company and changing the size of the share of a member of the Company. The nominal value of the share acquired by each third person admitted to the Company must not exceed the value of his contribution.

3.15. If the increase in the authorized capital of the Company did not take place, the Company is obliged, within a reasonable time, but not more than days, to return to third parties who have made deposits in money, their contributions, and in case of non-return of deposits within the specified period, also pay interest in the manner and within the terms provided article 395 Civil Code Russian Federation.

3.16. For third parties who have made non-monetary contributions, the Company is obliged to return their contributions within a reasonable time, and in case of non-return of deposits within the specified period, also compensate for lost profits due to the inability to use the property contributed as a contribution.

3.17. The Company has the right, and in the cases provided for by the Federal Law, is obliged to reduce its authorized capital.

3.18. The reduction of the authorized capital of the Company may be carried out by reducing the nominal value of the share of a member of the Company in the authorized capital of the Company.

3.19. The Company is not entitled to reduce its authorized capital if, as a result of such a decrease, its size becomes less than the minimum amount of the authorized capital determined in accordance with the legislation on the date of submission of documents for state registration of the relevant changes in the Company's charter, and in cases where, in accordance with the legislation, the Company is obliged to reduce its authorized capital - as of the date of state registration of the Company.

3.20. If, at the end of the second and each subsequent financial year, the value of the Company's net assets turns out to be less than its authorized capital, the Company is obliged to announce the reduction of its authorized capital to an amount not exceeding the value of its net assets, and register such a decrease in the prescribed manner.

3.21. If at the end of the second and each subsequent financial year the value of the Company's net assets turns out to be less than the minimum authorized capital established by law as of the date of the Company's state registration, the Company is subject to liquidation.

4. ISSUE OF BONDS

4.1. The Company has the right to place bonds and other issue-grade securities in accordance with the procedure established by the legislation on valuable papers Oh.

4.2. Issue of bonds by the Company is allowed after full payment of its authorized capital.

4.3. The bond must have a par value. The nominal value of all bonds issued by the Company must not exceed the amount of the Company's charter capital and (or) the amount of security provided to the Company for these purposes by third parties. In the absence of collateral provided by third parties, the issue of bonds is allowed not earlier than the third year of the Company's existence and subject to the proper approval of the annual financial statements for two completed financial years. These restrictions do not apply to mortgage-backed bond issues and in other cases established by federal securities laws.

5. RESPONSIBILITIES OF THE PARTICIPANT

5.1. A member of the Company is obliged:

• pay for shares in the authorized capital of the Company in the manner, in the amount and within the time limits provided for by the Federal Law and the Charter of the Company;
• not to disclose confidential information about the activities of the Company;
• There are other responsibilities provided by law.

5.2. A member of the Society also has the following additional responsibilities: (INPUT, 20).

5.3. Additional obligations imposed on the member of the Company, in the event of alienation of his share (part of the share) to the acquirer of the share (part of the share) are not transferred. Additional obligations may be terminated by decision of a member of the Company.

5.4. If a decision is made, a member of the Company is obliged to make contributions to the property of the Company.

5.5. The maximum value of the contribution to the Company's property is RUR.

5.6. Contributions to the property of the Company do not change the size and nominal value of the share of a member of the Company in the authorized capital of the Company.

6. RIGHTS OF A PARTICIPANT OF THE COMPANY, ALIENATION, ENJECTIONS, INHERITANCE OF A SHARE

6.1. A member of the Company has the right:

• participate in the management of the Company's affairs in the manner prescribed by the Federal Law and the Charter of the Company;
• receive information about the activities of the Company and get acquainted with its accounting books and other documentation in the manner prescribed by its charter;
• distribute profits;
• sell or otherwise alienate its share in the authorized capital of the Company or its part;
• to receive, in the event of liquidation of the Company, a part of the property remaining after settlements with creditors, or its value.

A member of the Company also has other rights provided for by the Federal Law.

6.2. Additional rights of a member of the Society: .

6.3. Additional rights in case of alienation of a share (part of a share) shall not be transferred to the acquirer of a share (part of a share).

6.4. A Member of the Company may refuse to exercise its additional rights by sending a written notice to the Company. From the moment the Company receives the said notice, the additional rights of a member of the Company shall cease.

6.5. A transaction aimed at alienating a share or part of a share in the authorized capital of the Company is subject to notarization. Failure to comply with the form of the transaction for the assignment of a share (part of a share) in the authorized capital of the Company, established by this paragraph, shall entail its invalidity.

6.6. The share in the authorized capital of the Company passes to the heirs of the citizen (to the legal successors of the legal entity) who was a member of the Company.

6.7. A member of the Company has the right to pledge his share (part of the share) in the authorized capital of the Company.

7. FOREWORDING THE SHARE

7.1. At the request of creditors, foreclosure on the share (part of the share) of a Company member in the authorized capital of the Company for the debts of the Company member is allowed only on the basis of a court decision if other property of the Company member is insufficient to cover the debts.

8. MANAGEMENT OF SOCIETY. PARTICIPANT'S DECISION

8.1. The supreme management body of the Company is the participant. The sole executive body is the General Director.

8.2. Once a year, not earlier than two months and not later than four months after the end of the financial year, a member of the Company makes a decision to approve the annual results of the Company's activities. Accepted apart from another decision are extraordinary. The General Director may be present when decisions are made by a member of the Company.

8.3. Exclusive competence of a member of the Company:

1. determination of the main directions of the Company's activities, as well as making a decision on participation in associations and other associations of commercial organizations;
2. change in the charter of the Company, including change in the size of the authorized capital of the Company;
3. election Director General and early termination of his powers, establishing the amount of remuneration and compensation paid to him, as well as making a decision on the transfer of powers of the General Director commercial organization or individual entrepreneur(manager), approval of the manager and the terms of the contract with him;
4. approval of annual reports and annual balance sheets;
5. election and early termination of powers of the audit commission (auditor) of the Company;
6. making a decision on the distribution of the Company's net profit;
7. approval (acceptance) of documents regulating the internal activities of the Company (internal documents of the Company);
8. adoption of a decision on the placement by the Company of bonds and other issue-grade securities;
9. appointment of an audit, approval of the auditor and determination of the amount of payment for his services;
10. adoption of a decision on reorganization or liquidation of the Company;
11. appointment of a liquidation commission and approval of liquidation balance sheets;
12. creation of branches and opening of representative offices, determination of the terms of remuneration for the heads of branches and representative offices;
13. resolution of other issues provided for by law and the charter.

The solution of issues referred to the exclusive competence of the participant cannot be transferred to the General Director.

8.4. Extraordinary decisions are made by a member of the Company as necessary.

8.5. Decisions of a member of the Company shall be made in writing.

9. GENERAL DIRECTOR OF THE COMPANY

9.1. The Company's current activities are managed by the General Director. The General Director is accountable to a member of the Company.

9.2. The term of office of the General Director is one year (years). The General Director may be re-elected an unlimited number of times. The agreement with the General Director on behalf of the Company is signed by a member of the Company.

9.3. CEO:

1. acts on behalf of the Company without a power of attorney, including representing its interests and making transactions;
2. issues powers of attorney for the right of representation on behalf of the Company, including powers of attorney with the right of substitution;
3. issues orders on the appointment of employees of the Company, on their transfer and dismissal, applies incentive measures and imposes disciplinary sanctions;
4. exercises other powers not assigned by the Federal Law or the Charter of the Company to the competence of the member of the Company.

9.4. The procedure for the activities of the General Director and the adoption of decisions by him is established by the internal documents of the Company, as well as by the agreement concluded between him and the Company.

9.5. The agreement with the manager is signed on behalf of the Company by a member of the Company.

10. RESERVE AND OTHER FUNDS OF THE COMPANY

10.1. The company creates a reserve fund.

10.2. The reserve fund is formed at the expense of annual deductions in the amount of not more than % of net profit until the amount of the reserve fund reaches % of the authorized capital of the Company. If, after reaching the specified amount, the reserve fund is used up, deductions to it are renewed until full recovery. The reserve fund is intended to cover the losses of the Company and cannot be used for other purposes.

10.3. The company has the right to form other funds, deductions to which are made in the amount and in the manner established by the general meeting of participants.

11. ORDER OF STORAGE OF THE COMPANY'S DOCUMENTS. PROCEDURE FOR PROVIDING INFORMATION TO A MEMBER OF THE COMPANY AND OTHER PERSONS

11.1. Organization of document flow in the Company is carried out by the General Director. CEO and Chief Accountant Companies are personally responsible for compliance with the order of conduct, the accuracy of accounting and reporting.

11.2. At the location of its General Director, the Company shall keep the following documents:

• the charter of the Company, as well as amendments and additions made to the charter of the Company and duly registered;
• decisions of a member of the Company;
• a document confirming the state registration of the Company;
• documents confirming the Company's rights to property on its balance sheet;
• list of members of the Company;
• internal documents of the Company;
• regulations on branches and representative offices of the Company;
• documents related to the issue of bonds and other equity securities of the Company;
• lists of affiliated persons of the Company;
• conclusions of state and municipal financial control bodies;
• other documents stipulated by federal laws and other legal acts Russian Federation;
• other documents stipulated by the internal documents of the Company, decisions of the member of the Company and the General Director of the Company.

11.3. The documents listed in paragraph 11.2 of the Articles of Association must be available for review to the Company's member, as well as to other interested parties during business hours.

11.4. The Company maintains a list of members of the Company indicating information about the member of the Company, the amount of his share in the authorized capital of the Company and its payment, as well as the amount of shares owned by the Company, the dates of their transfer to the Company or acquisition by the Company.

11.5. The person exercising the functions of the sole executive body of the Company (unless another body is provided for by the charter) ensures that the information about the members of the Company and about their shares or parts of shares in the authorized capital of the Company, about the shares or parts of shares owned by the Company, complies with the information contained in the Unified state register legal entities, and notarized transactions for the transfer of shares in the authorized capital of the Company, which became known to the Company.

12. DISTRIBUTION OF PROFIT

12.1. The sole participant has the right to make a decision on the distribution of the Company's net profit quarterly, once every six months or once a year.

12.2. The Company is not entitled to make a decision on the distribution of its profits and is not entitled to pay the participant the profit, the decision on the distribution of which was made, in the following cases:

• if at the time of payment the Company meets the signs of insolvency (bankruptcy) in accordance with the Federal Law on Insolvency (Bankruptcy) or if the said signs appear in the Company as a result of payment;
• if at the time of payment the value of the net assets of the Company is less than its authorized capital and reserve fund or becomes less than their size as a result of payment;
• in other cases stipulated by federal laws.

13. REORGANIZATION AND LIQUIDATION

13.1. The company may be voluntarily reorganized in the manner prescribed by Art. 51 - 56 of the Federal Law "On Limited Liability Companies". Other grounds and procedure for reorganization of the Company are determined by Articles 57-60, 92 of the Civil Code of the Russian Federation and other federal laws.

13.2. The company may be liquidated voluntarily in the manner prescribed by Articles 61-64, 92 of the Civil Code of the Russian Federation, subject to the requirements of Articles 57-58 of the Federal Law "On Limited Liability Companies".

13.3. The Company may be liquidated by a court decision on the grounds provided for by the Civil Code of the Russian Federation and other applicable legislation.

13.4. In the absence of an assignee, documents of permanent storage of scientific and historical significance are transferred for state storage to the archives of the association ""; personnel documents (orders, personal files, personal accounts, etc.) are transferred for storage to the archive, on the territory of which the Company is located. The transfer and ordering of documents are carried out by the forces and at the expense of the Company in accordance with the requirements of archival authorities.

Every limited liability company needs a charter to operate. This founding document must be submitted to the Federal Tax Service when registering an LLC. It is approved at the establishment of a limited liability company. In addition, the regulation of the legal relations of the participants of the company among themselves depends on the charter.

In our today's material, we will consider the features of this important document, we will find out the differences between a typical and individual charter, we will understand the content of the charter. At the bottom of the page there is a button with which the reader can download a sample of the charter of an LLC with one founder in 2019 for free.

Model and individual charter in 2019

When preparing documents for registration of a limited liability company important point is the creation of a statute. The charter of an LLC can be:

• typical (template);
• individual.

Starting from 2019, the Law of June 29, 2015 No. 209-FZ “On Amendments to Certain legislative acts…” LLC is allowed to apply the standard LLC charter or operate on the basis of an individually drawn up document.

But until 06/24/2019, when the Order of the Ministry of Economic Development of 08/01/2018 No. 411 comes into force, the Federal Tax Service will not register standard LLC Charters. There was another red tape with permission to apply the model Charter. For more than three years, the Ministry of Economic Development did not dare to approve the model charters of an LLC. On August 1, 2018, this event finally happened, but since the text of the order states that it takes effect nine months after publication, it remains to wait until 06/24/2019. It was nine months before this date that the Order was published.

The undoubted advantage of a model charter is a significant saving of time and money. It is enough to take one of the templates, of which there are many on the Internet, and modify some provisions in accordance with the characteristics of a particular LLC. If you take a template from the Internet, the most important thing is that the bylaws comply with the new law.

Some entrepreneurs prefer to work under an individual charter, but this takes more time. In addition, turning to a specialist for help in drafting the charter of an LLC will entail financial costs.

In 2017, the requirements for the content of the LLC charter changed. Now, data on the company's participants and information on the amount of the nominal value of their shares (in the authorized capital of the LLC) have been excluded from the document.

Thus, the charter of an LLC becomes impersonal and therefore, if it becomes necessary to change the composition of the company's participants, then there will be no need to amend the charter (as it was before).

The charter of a limited liability company may be with one or more founders. The charter of an LLC with one founder differs only in the design of the heading of the document.

The Federal Law "On LLC" (Article 12, paragraph 2) regulates the list of mandatory data that must be reflected in the charter of the organization, namely:

1. General provisions (indicate the name of the organization and its location).
2. The legal status of society.
3. Types of activities and objectives of LLC.
4. Branches and representative offices of the organization.
5. Authorized capital.
6. Change in the size of the authorized capital.
7. Obligations and rights of participants.
8. Withdrawal of a member from the LLC.
9. Property and funds of the organization.
10. Profit distribution.
11. Transfer of a participant's share to another participant.
12. Transfer of a participant's share to a third party.
13. Inheritance of the participant's share in the authorized capital.>
14. General meeting of LLC members.
15. Exclusive competence of the general meeting.
16. The sole executive body of a limited liability company.
17. Audit committee.
18. Trade secret.
19. Storage of LLC documents.
20. Reorganization and liquidation.
21. Final provisions.

After the charter is drawn up, it must be stitched and numbered. You need to start from the second sheet (put the number 2 on the second page).

On the reverse side of the charter (in the place where it is sewn), a sealing sheet with the inscription "Stitched and numbered and indicate the number of sheets" should be glued. Then the applicant puts his signature with a transcript. The document is affixed with the seal of the LLC.

Please note that about the seal of the society in question only if changes are registered. If the LLC performs the initial registration, then the item with the seal can be excluded.

It is highly desirable to issue a photocopy of the charter, due to the fact that when submitting documents to the IFTS, the tax inspectorate has the original document, which is stored in the archive. The applicant is given a copy of the charter, on the basis of which he subsequently works. Depending on the IFTS, or rather, on its leadership, you may be given the original charter.

Good news: if in 2019 you decide to open an LLC and submit documents for registration of an LLC in in electronic format with the help of an enhanced electronic signature, then you are exempt from paying a fee in the amount of 800 rubles for performing registration actions.

Free download sample charter LLC with one founder 2019

Using the buttons below, you can download the charter of an LLC with one founder and several founders.

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

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

from xx____________ 201x

If there are several founders:
APPROVED
decision of the general meeting of participants
Limited liability companies "_____________________"
Minutes No. 1 dated xx____________ 201x

U S T A V
Limited liability companies
«_____________________»

Moscow city
2019

1. NAME, LOCATION AND TERM OF ACTIVITY OF THE COMPANY

1.1. This Charter determines the procedure for organizing and operating a commercial organization - Limited Liability Company "_____________________", hereinafter referred to as the "Company", established in accordance with the current legislation of the Russian Federation, including Federal Law No. 14-FZ of February 8, 1998 "On limited liability companies” (hereinafter referred to as the “Law”).
1.2. Names of the Society:

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

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

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

1.5. The Company was established without limiting the period of its activity.

2. MEMBERS OF THE COMPANY

2.1. Member of the Company - a person owning a share in its authorized capital.
2.2. Members of the Company may be any individuals and legal entities that, in accordance with the procedure established by the legislation of the Russian Federation and these Articles of Association, 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 establishes a restriction or prohibition on participation in economic Companies.
2.3. The number of members of the Society should not exceed 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 the Company's members indicating information about each member of the Company, the amount of its share in the authorized capital of the Company and its payment, as well as the amount of shares owned by the Company, the dates of their transfer to the Company or acquisition by the Company.

3. OBJECTIVES AND ACTIVITIES OF THE COMPANY

3.1. The purpose 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 Company's products, works and services.
3.2. The main activities of the Company are:

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

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

4. LEGAL STATUS OF THE COMPANY

4.1. The company is considered to be established as a legal entity from the moment of its state registration.
4.2. The Company owns separate property recorded on its independent balance sheet, can acquire and exercise property and personal assets in its own name. property rights, bear duties, be a plaintiff and a defendant in court.
The Company may have civil rights and bear civil obligations necessary for the implementation of 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 shall be 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 members. 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.
Members of the Company who have not fully paid their shares shall be jointly and severally liable for the obligations of the Company to the extent of the value of the paid and unpaid parts of their shares in the authorized capital of the Company.
4.5. The Company may 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 to create their 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, with the exception of cases provided for by the legislation of the Russian Federation.
4.7. The working language of the Society is Russian. All documents related to the activities of the Company are drawn up in the working language.
4.8. The company has a round seal, stamps and forms with its name. The company may have a trademark, as well as a company logo and other means of individualization.
4.9. Society has an independent balance sheet. The Company has the right to open bank accounts in the territory of the Russian Federation and abroad.

5. BRANCHES AND REPRESENTATIVE OFFICES OF THE COMPANY

5.1. Branches and representative offices of the Company act on behalf of the Company on the basis of their Regulations , are not legal entities, are endowed with property at the expense of the Company's own property.
The Company is liable for obligations related to the activities of branches and representative offices of the Company.
5.2. The decision on the establishment of branches and representative offices and their liquidation, the approval of the Regulations on them, as well as the introduction of appropriate amendments to this Charter, are made by the General Meeting of the Company's Participants in accordance with the legislation of the Russian Federation and the country of establishment of 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 that guarantees the interests of its creditors, and consists of the nominal value of the shares of the Company's members.
6.2. The authorized capital of the Company is equal to __________ (amount in words) RUB.
6.3. The company may increase or decrease the size of the authorized capital. The change in the size of the authorized capital is carried out by decision of the General Meeting of Participants. The decision to change the size of the authorized capital of the Company shall enter into force after the relevant amendments are made to this Charter and their state registration in accordance with the procedure established by law.
6.4. An increase in the authorized capital of the Company is allowed only after its full payment.
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 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 the 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 having a monetary value as payment for shares.
6.6. The Company has the right, and in the cases provided for by the Law, is obliged to reduce its authorized capital.
The authorized capital can be reduced by reducing the nominal value of the shares of all participants in the authorized capital of the Company and (or) redemption of the shares owned by the Company.
The procedure for reducing the authorized capital is determined by the Law.

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

7.1. Members of the Society have the right:
- participate in the management of the Company's affairs in the manner prescribed by the Law and these Articles of Association, including attending the General Meeting of the Company's Members, making proposals for the inclusion of additional issues on the agenda of the General Meeting of the Company's Members, participating in the discussion of agenda items 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 these Articles of Association;
- acquire a share (part of a share) of another member of the Company at the offer price to a third party in proportion to the size of its shares in the manner prescribed by the Law and these Articles of Association (preemptive right to 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 the pledge of a share or part of a share in the authorized capital of the Company owned by a member of the Company shall be made by a majority of votes of all members of the Company. The votes of a member of the Company who intends to pledge his share or part of the share are not taken into account when determining the voting results;
- withdraw from the Company by alienating its shares to the Company or demand the acquisition by the Company of a share in cases provided for by the Law;
- receive, in the event of liquidation of the Company, a 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, a 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 certain member of the Company, in the event of the alienation of his share or part of the share to the acquirer, do not transfer to the acquirer.
The 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 the said notice, the additional rights of a member of the Company shall cease.
7.3. Members of the Society are obliged:
- pay for shares in the authorized capital of the Company in the manner, in the amount and within the time limits stipulated by the Law and the agreement on the establishment of the Company;
- to make contributions to the property of the Company by decision of the General Meeting of Members of the Company;
- not to disclose information about the activities of the Company, in respect of which there is a requirement to ensure its confidentiality;

Obtain the consent of the other members of the Company for the alienation, other than by selling, 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 a pledge to other members of the Company or third parties;
- timely inform the Company about changes in information about their name or designation, 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 a change in information about himself, the Company shall not be liable for the losses caused in connection with this.
Participants also bear other obligations stipulated by the Law.
7.4. In addition to those specified in clause 7.3. of this Charter of obligations, the participant (participants) may be assigned additional obligations by making appropriate additions to this section of the Charter.
Additional obligations assigned to a certain member of the Company, in the event of the alienation of his share or part of the share to the acquirer, do not transfer to the acquirer.
7.5. Members of the Company enjoy the pre-emptive right to purchase a share or part of a share of a member of the Company at the offer price to a third party in proportion to the size of their shares.
If the members of the Company did not use their pre-emptive right to purchase a share or part of the share of a member of the Company, the Company has the pre-emptive right to purchase it at the offer price 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 the other members of the Company and the Company itself in writing about this by sending through the Company at his own expense a notarized offer addressed to these persons and containing an indication of the price and other terms of sale. An offer for the sale of a share or part of a share in the authorized capital of the Company is considered received by all members of the Company at the time of its receipt by the Company. At the same time, 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. The offer shall be deemed 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 for the sale of a share or part of a share after it has been received by the Company is only allowed with the consent of all members of the Company.
Members of the Company have the right to use the pre-emptive 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 acquisition by the Company of a share or part of a share not acquired by the members of the Company is made by the sole executive body of the Company. The sole executive body of the Company must decide 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 pre-emptive right to purchase a share or part of a share in the authorized capital of the Company from the participants and from the Company shall terminate on the day:
- submission of an application for refusal to use this pre-emptive right, drawn up in the form and manner prescribed by the Law;
- expiration of the period of use of this pre-emptive 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 use the preemptive right to purchase a share or part of a share in the authorized capital of the Company offered for sale, including those resulting from the refusal of individual members of the Company and the Company from the preemptive right to purchase shares or parts of a share in the authorized capital of the Company, the remaining share or part of the share may 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. Assignment of the pre-emptive right to purchase a share or part of a share in the authorized capital of the Company by the participants or the Company is not allowed.
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 procedure 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. With the exception of cases specified in paragraph 7 of Art. 23 of the Federal Law “On Limited Liability Companies”, a share or part of a share in the authorized capital of the Company passes to its acquirer from the moment it is entered into a single State Register legal entities of the corresponding changes. Making an entry in the unified state register of legal entities 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 a share in the authorized capital of the Company, or before the occurrence of another basis for its transfer, with the exception of additional rights granted by this member of the Company, and the duties assigned to him.

A member of the Company who has alienated his share or part of a share in the authorized capital of the Company shall be liable to the Company for making a contribution to the property that arose prior to the transaction aimed at alienating the specified share or part of the share in the authorized capital of the Company, jointly with its acquirer.

7.12. When withdrawal of a participant from the Company its share passes to the Company from the date of receipt by the Company of the participant's application for withdrawal from the Company. The Company is obliged within 6 (six) months to pay to the participant who filed 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, give him property in kind 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.
Withdrawal of a participant 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.
7.13. In the event of the acquisition of a participant's share (its part) by the Company, it is obliged to sell it to other participants or third parties within a period of not more than one year in the manner prescribed by the Law. During this period, the distribution of profits, as well as the adoption of a decision by the General Meeting, is carried out 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 a share.

8. DISTRIBUTION OF PROFIT. COMPANY FUNDS

8.1. The company has the right once a year [quarterly, every six months] decide on the distribution of net profit (its part) among the participants of the Company. Such a decision is made by the General Meeting of Members of the Company.
8.2. The 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 the cases provided for by the Law, the Company is not entitled to make a decision on the distribution of profits among the participants and pay out profits, the decision on the distribution of which has been made.
8.4. By decision of the General Meeting of Participants, the Company may create reserve and other funds at the expense of the Company's net profit. The order of creation, size, purposes for which the funds of such funds can be spent, the procedure for spending the funds of the 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 supreme governing body of the Society is the General Meeting of its members.
10.2. The exclusive competence of the General Meeting of Members of the Company includes:
10.2.1. determination of the main directions of the Company's activity;
10.2.2. decision-making on participation in associations and other associations of commercial organizations;
10.2.3. change of this Articles of Association, including change of 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. setting 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. adoption of a decision on the placement by the Company of bonds and other issue-grade securities, as well as approval of the conditions for their placement;
10.2.10. purchase 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. adoption of a decision on reorganization or liquidation of the Company;
10.2.13. appointment of a liquidation commission and approval of liquidation balance sheets;
10.2.14. adoption of a decision on the conclusion by the Company of a major transaction related to the acquisition, alienation or the 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 financial statements for the last reporting period;
10.2.15. adoption of a decision on the conclusion by the Company of a transaction in which the members of the Company have an interest;
10.2.16. adoption of a decision on the establishment of branches and opening of representative offices of the Company;
10.2.17. making a decision on granting, terminating and restricting additional rights of the Company's members and on imposing, changing and terminating additional obligations of the Company's members;
10.2.18. making a decision to limit and change maximum size shares of a member of the Company and on limiting the possibility of changing the ratio of shares of members of the Company;
10.2.19. approval of the monetary value of non-monetary contributions to the authorized capital of the Company, made by the members of the Company and third parties accepted into the Company;
10.2.20. adoption of a decision on making contributions to the property of the Company;
10.2.21. approval of the income and expenditure budget for the current activities of the Company;
10.2.22. making a decision on the participation of the Company in the creation of legal entities;
10.2.23. approval of transactions related to the acquisition, alienation and the possibility of alienation of shares, shares in the authorized capital of other legal entities;
10.2.24. making decisions on the use of the rights granted by the shares, stocks, shares in the authorized capital of other legal entities owned by the Company, including, but not limited to:
- determination of a representative for participation in general meetings of participants/shareholders of other companies where the Company is a participant/shareholder, making proposals for the agenda of these general meetings, identification of candidates for the management bodies of such companies;
- decision-making on issues related to the competence of the general meetings of participants/shareholders of companies in which the Company is the sole participant/shareholder;
10.2.25. approval of transactions related to the acquisition, alienation and the possibility of alienation by the Company of real estate, regardless of the amount of the transaction;
10.2.26. approval of transactions for the Company to lease or otherwise use immovable property for a period of more than 1 (one) year, regardless of the amount of the transaction;
10.2.27. approval of transactions for the transfer by the Company for lease or other fixed-term or perpetual use of real estate for a period of more than 1 (one) year, regardless of the amount of the transaction;
10.2.28. approval of transactions related to the acquisition, alienation or the possibility of alienation, receipt for use intellectual property(trademarks, inventions, utility models, industrial designs, "know-how"), regardless of the amount of the transaction;
10.2.29. approval of transactions related to the issuance of guarantees by the Company, regardless of the amount of the transaction;
10.2.30. making a decision on the Company's making a bill of exchange transaction, including the issuance by the Company of promissory notes and bills of exchange, the production of endorsements, avals, payments on them, regardless of their amount;
10.2.31. making a decision to apply to the court with an application for declaring the Company bankrupt;
10.2.32. resolution of other issues provided for by the Law and this Charter.
10.3. Issues attributed by the Law to the exclusive competence of the General Meeting of Members of the Company cannot be transferred to them for decision by the sole executive body of the Company.
10.4. Other issues may also be referred to the competence of the General Meeting of Participants, subject to the introduction of appropriate amendments to this section of the Articles of Association.
10.5. The general meeting of participants may be regular or extraordinary.
10.6. The next General Meeting of Members is held once a year [twice a year, quarterly]. It should resolve the issues specified in clause 10.2.7. of this Charter, as well as other issues related to the competence of the General Meeting of Participants may be resolved.
The next General Meeting is convened by the sole executive body of the Company.
10.7. The Extraordinary General Meeting of the Company's Members is convened by the sole executive body of the Company on its initiative, at the request of the auditor, as well as the Company's members holding in aggregate at least one tenth of total number votes of the Company's members.
The sole executive body of the Company is obliged, within 5 days from the date of receipt of the request to hold an extraordinary General Meeting of Members of the Company, to consider this request and make a decision to hold an extraordinary General Meeting of Members 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 Members of the Company, the said General Meeting must be held no later than 45 days from the date of receipt of the request to hold it.
In the event that a decision on holding an extraordinary General Meeting of Participants is not made within the above period
of the Company or a decision was made to refuse to hold it for reasons not provided for in the Law, an extraordinary General Meeting of the Company's Participants may be convened by bodies or persons requiring it.
10.8. The General Meeting of the Company's Members may be held in the form of joint attendance (meeting) or absentee voting (by poll) in accordance with the Law.
10.9. The General Meeting of Participants is convened in accordance with the requirements of the Law.
10.10. The notice of the General Meeting of the Company's Members shall be sent to the Members by registered mail.
10.11. The following terms are established regarding the convening of the General Meeting of Participants:
10.11.1. the deadline for notifying each member of the Company of the convening of the General Meeting of Members - no later than 15 days before its holding;
10.11.2. the deadline for the Company's members to submit proposals for inclusion in the agenda of the General Meeting of Members of additional issues - no later than 10 days prior to its holding;
10.11.3. the deadline for notifying each member of the Company of changes made to the agenda of the General Meeting of Members - no later than 7 days before it is held.
10.12. Information and materials to be provided to participants in the preparation of the General Meeting of Participants must be available to all participants 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 prior to the General Meeting of Participants of the Company.
10.13. In case of violation of the procedure established by the Law and these Articles of Association for convening the General Meeting of Members of the Company, such General Meeting is recognized as competent if all members of the Company 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 Members of the Company, the registration of the arrived members of the Company 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 members of the Company must present documents confirming their proper authority. A power of attorney issued to a representative of a member of the Company must contain information about the person represented and the representative (name or title, place of residence or location, passport details), be drawn up in accordance with the requirements of the Civil Code of the Russian Federation or certified by a notary.
An unregistered member of the Company (representative of a member of the Company) is not entitled to take part in voting.
10.16. The General Meeting of Members of the Company opens at the time specified in the notice of the General Meeting of Members of the Company or, if all members of the Company are already registered, earlier.
10.17. The sole executive body opens the General Meeting of the Company's Members and elects the chairman of the General Meeting from among the members of the Company.
When electing the Chairman of the General Meeting of Members of the Company, each of the participants in the meeting has the 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 keeping of the minutes of the General Meeting of Participants.
The minutes of the General Meeting of Participants shall be signed by the Chairman and Secretary of the General Meeting of Participants.
Not later than within ten days after drawing up the minutes of the General Meeting of Members of the Company, the Secretary of the General Meeting of Members is obliged to send a copy of the minutes of the General Meeting of Members of the Company to all members of the Company in the manner prescribed for the announcement of the General Meeting of Members 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. Not later than within ten days after drawing up the minutes of the General Meeting of Members of the Company, the Secretary of the General Meeting of Members is obliged to send a copy of the minutes of the General Meeting of Members of the Company to all members of the Company in the manner prescribed for the announcement of the General Meeting of Members of the Company.

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

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

Unpaid shares do not participate in voting. If a decision is made to conclude 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 shall not be taken into account when voting on the issue of giving the Company's consent to the pledge of the share.

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

10.23. For a decision to be made by the General Meeting of Members of the Company, the following number of votes is required (the count is based on the number of votes of all members of the Company, and not just those 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 restriction of additional rights granted to all members of the Company;

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

On the introduction, amendment and exclusion from this Articles of Association of provisions on limiting the maximum size of the share of a member of the Company, on limiting the possibility of changing the ratio of shares of members of the Company;

On approval of the monetary value of non-monetary contributions to the authorized capital of the Company, made by the 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, on making an additional contribution;

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

On the admission of a third party or third parties to the Company, on the introduction of 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 party or third parties, as well as on changing the size of the shares of the Company's members;

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 by the Company's members or the Company at a price predetermined by the Charter, including changing the amount of such a price or the procedure for determining it;

On introducing provisions into this Articles of Association or amending the provisions of this Articles of Association, establishing the possibility for members of the Company or the Company to exercise the pre-emptive 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 Articles of Association or changing the provisions of these Articles of Association establishing the procedure for exercising by the Company's members the pre-emptive right to purchase a share or part of a share disproportionately to the size of the shares of the Company's members;

On the introduction of provisions into this Articles of Association or amendments to the provisions of these Articles of Association 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 the share owned by the Company to the members of the Company, as a result of which the size of the shares of its participants changes, the sale of the share owned by the Company to third parties and the determination of a different price for the sold share;

On payment in the event of foreclosure on the share or part of the share of a member of the Company in the authorized capital of the Company for the debts of the participant of the actual value of the share or part of the share to creditors by other members of the Company;

On introducing provisions into this Articles of Association or changing the provisions of these Articles of Association establishing the right of a member of the Company to withdraw from the Company;

On the introduction of provisions into this Articles of Association or amendments to the provisions of these Articles of Association establishing the obligation of the Company's members 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 amount of contributions to the Company's property disproportionately to the size of the shares of the Company's participants, as well as provisions establishing restrictions related to making contributions to the Company's property;

On the introduction, amendment and exclusion from these Articles of Association of provisions providing for the distribution of the Company's profits among the Company's members disproportionately to their shares in the charter capital;

On the introduction, amendment and exclusion from these Articles of Association of provisions providing for the determination of the number of votes of the Company's members at the General Meeting of Members disproportionately to their shares in the authorized capital;

On the reorganization or liquidation of the Company.

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

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

On the imposition of additional obligations on 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 members of the Company;

On the exclusion from the Charter of the Company of the 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 the provisions establishing the possibility of the members of the Company or the Company to exercise the pre-emptive 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 the provisions establishing the procedure for exercising by the members of the Company of the pre-emptive right to purchase a share or part of a share disproportionately to the size of the shares of the members of the Company;

On making contributions by the Company's members to the property of the Company;

On the amendment and exclusion of the provisions of the Company's Articles of Association, which establish restrictions related to making contributions to the Company's property, for a certain member of the Company;

On amendments to this Articles of Association, including changes in the size of the authorized capital of the Company, except for those changes for which, in accordance with the Law or these Articles of Association, 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, if necessary. more votes for their adoption is not provided by the Law.

10.24. If the Company consists of one member, then decisions on issues within the competence of the General Meeting of Members are taken by the sole member of the Company solely, drawn up in writing and signed by the sole member. At the same time, the provisions of this Charter and the Law that determine the procedure and terms 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 Members of the Company.
11.2. The competence of the sole executive body of the Company includes all issues of managing the current activities of the Company, with the exception of issues referred to the competence of the General Meeting of Members of the Company.
11.3. The sole executive body without a power of attorney acts on behalf of the Company, including:
11.3.1. represents the interests of the Company both in the Russian Federation and abroad;
11.3.2. independently, within its competence or after approval by their 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. manages the property of the Company 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 labor contracts with the employees of the Company, issues orders on the appointment of employees, 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 Members of the Company;
11.3.9. opens bank accounts of the Company;
11.3.10. represents the interests of the Company in all judicial instances (courts of general jurisdiction, arbitration courts, arbitration courts) on the territory of the Russian Federation and abroad at all stages of the trial, including at the stage of enforcement proceedings;
11.3.11. resolve issues related to the preparation, convening and holding of the General Meeting of the Company's Members;
11.3.12. ensures that the information about the members of the Company and about their shares or parts of shares in the authorized capital of the Company, about the shares or parts of shares owned by the Company correspond to 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 a state secret.
11.5. The General Director is elected/appointed by the General Meeting of Members of the Company for a period of _____ (in words) years. The General Director may be elected/appointed not from among the members of the Company.
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 it is entrusted by the General Meeting of Participants to another person.
11.7. The General Meeting of Members of the Company has the right at any time to dismiss the General Director from his position with simultaneous termination employment contract in the manner prescribed by the legislation of the Russian Federation.

12. AUDITOR OF THE COMPANY

12.1. In order to check and confirm the correctness of the Company's annual reports and balance sheets, as well as to check the status of the Company's current affairs, it has the right to engage a professional auditor who is not connected by property interests with the Company, the person exercising the functions of the sole executive body of the Company, and the members of the Company.
12.2. At the request of any member of the Company, an audit may be carried out by a professional auditor chosen by him, who must comply with the requirements established by clause 12.1. of this Statute.
12.3. In the event of such an audit, payment for the auditor's services is carried out at the expense of the Company's member, at the request of which it is carried out. Expenses of a member of the Company for paying for the services of an auditor may be reimbursed to him by decision of the General Meeting of Members of the Company at the expense of the Company.

13. ACCOUNTING AND REPORTING. COMPANY DOCUMENTS

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

• the agreement on the establishment of the Company, the Articles of Association of the Company, as well as amendments made to the Articles of Association of the Company and duly registered;
• 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 establishment of the Company and on the 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 equity securities of the Company;
• minutes of the General Meetings of Members of the Company (decisions of the sole member 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, the auditor, state and municipal financial control bodies;
• other documents stipulated 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 Members of the Company and the sole executive body of the Company.

13.4. The Company shall store the documents specified in Clause 13.3 of these Articles of Association (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 the legal acts of the Russian Federation.
13.5. Organization of storage of documents of the Company is provided by the sole executive body of the Company.
The organization of storage of documents generated in the activities of separate structural divisions of the Company, prior to their transfer to the archive at the location of the sole executive body of the Company, 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 relevant request by a member of the Company, the documents specified in paragraph 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 to other persons is provided in the manner prescribed by the current legislation of the Russian Federation.

13.7. Members of the Society have the right to get acquainted with documents related to the use of information constituting a state secret, only if they have an admission form.

14. PRIVACY

14.1. The technical, financial, commercial and other information provided to the Company's participants, members of the Company's management bodies, the Company's auditor, related to the establishment and activities of the Company, is considered confidential, except for information:

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

14.2. The specified persons are obliged to take all necessary and reasonable measures to prevent the disclosure of the received confidential information in excess of official or production necessity 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 the termination of participation in the Company and / or its bodies, regardless of the reason for termination, can only be carried out with written consent of the General Meeting of Participants or, if such information is requested government agency in the manner prescribed by the legislation of the Russian Federation.

15. LIQUIDATION OF THE COMPANY

15.1. The liquidation of the Company entails its termination without the transfer of its rights and obligations by succession to other persons.
15.2. The Company may be liquidated voluntarily by decision of the General Meeting of Members of the Company or by force 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 Members of the Company on the voluntary liquidation of the Company and the appointment of a liquidation commission is made at the suggestion of the sole executive body or member of the Company. The General Meeting of Participants of a voluntarily liquidated Company makes a decision to liquidate the Company and appoint a liquidation commission.
15.4. The procedure for the liquidation of the Company, satisfaction of creditors' claims and the procedure for the distribution of the property of the liquidated Company among the participants is determined by the legislation of the Russian Federation.
15.5. The liquidation of the Company is considered completed, and the Company - 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 an assignee, documents related to the use of information constituting a state secret shall be destroyed.

16. FINAL PROVISIONS

16.1. This Charter is approved by the minutes of the general meeting of the Company's participants and becomes effective from the moment of its state registration.
16.2. The provisions of this Charter shall retain their legal force for the entire period of the Company's activity.
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. The invalid provision must be replaced by a provision that is legally permissible and close in meaning to the replaced one.

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