Draft charter of a limited liability company. Charter LLC

The Charter is the only founding document of a Limited Liability Company. This document sets out the rules for regulating all activities of the enterprise. The existence of a statute mandatory requirement to create an LLC, so its development begins even before the registration of the organization.

What is it needed for?

The charter is included in the package of documents required for registration of the organization, launches this procedure. It is also the basis for making serious changes in the activities of the organization - for changing the general director, the composition of the founders and changing the size of the authorized capital.

The charter is important not only for inspection bodies and for gaining access to legal activities, but also for the organization itself. Its importance to her is as follows:

This is the main document the procedure for the work of the managerial link of the organization is described– members of the company and the general director. Separate job descriptions or provisions for their activities are not created.

The Charter specifies rights and obligations of all participants towards this society. If one of the participants fails to fulfill their duties, there is the possibility of his removal (in court).

The order of all material transactions also spelled out in the bylaws. This includes issues of transfer of ownership, inheritance, gift, sale of shares to third parties, distribution of profits and withdrawal from the membership. These moments should be treated with the greatest attention, because they are the weak link for possible attempts to capture the enterprise by raiders.

That is, a properly drawn up Charter will help organize the management system and improve the efficiency of the enterprise.

How to develop?

There are two options for creating the Charter - revision ready template and individual development. The last option involves the involvement of a lawyer to write a document from scratch, specifically for this organization. It means additional expenses- both time and money.

If the enterprise is small, and its founder is also the CEO, then you can find a ready-made Charter of another organization or a template on the Internet and change the data in it in accordance with the characteristics of your activities. The main requirement will be relevance, that is, compliance with current legislation.

If the founder and CEO – different people, then the first one must necessarily control the content of such a section of the Charter as "Governing Bodies". You need to make sure that the CEO can never get ownership of the firm under any circumstances.

When drawing up a new Charter or editing an already prepared one, it must be taken into account that this document must necessarily contain the following information:

Name of the organization- full, abbreviated and, if available, in a foreign language.

Legal the address. If there is only one founder, then even his apartment or house can be such an address. If there are several founders, then it is required - acquired in ownership or on a leasehold basis, with documents confirming this.

Governing bodies- it is necessary to determine their composition and boundaries of competence. The management bodies include the general director and the general meeting of participants (if there is more than one founder). It is recommended to indicate a list of issues that can only be decided by the meeting.

Statutory capital. Under the new legislation, only the amount is needed, without indicating the shares of participants. The minimum amount is ten thousand rubles. Capital can be contributed both in cash and in the form of property.

Rights and obligations participants. This section can be copied from the law on LLC, but with the elaboration of some points. For example, add rights or obligations to the founder, who will be the CEO.

The withdrawal of members from the membership, transfer of shares to third parties. It should be noted in what cases and under what conditions these actions are performed.

In the last part, you need to specify place of storage of the Charter, and also where information about the LLC will be posted, which is subject to mandatory publication.

The content of the Charter is not limited to these subparagraphs, the founders can add the necessary information at their discretion. The only point is that you should not enter the names and surnames of the participants, as well as the size of their shares, so that in case of a change in the composition of the founders, re-registration of the company is not required.

An example of the Charter of an LLC is also in the video.

With one founder

If there is only one founder, then the procedure for writing the Charter and generally organizing the activities of the enterprise is simplified.

Firstly, you do not need to look for a room, pay money for its purchase or rent. The legal address may well be the address of residence of the founder.

Secondly, the model Charter of an LLC can be found on the Internet and only slightly change the information in it, adjusting it to fit your organization. There is no need to coordinate its content with other founders or develop a new document.

Thirdly, it is easier to establish managerial work by once prescribing in the charter the duties of the founder and general director(who are most often the same person, especially in small firms). And the terms of their powers may not have a time frame, that is, they may be indicated as indefinite.

The founder can be not only an individual, but also a legal entity (including those consisting of several individuals). The only restriction is that a person cannot be the sole founder of two different LLCs at the same time, this is prohibited by law.

Charter of an LLC with two or more founders

In this situation, there are more nuances. The Charter should clearly delineate the rights and obligations of all participants, as well as their powers and areas of competence. The main questions to be covered in the paper are:

Can participants leave the founders? and if so, under what conditions. Under the old legislation, all participants (except one, the last) had the right to withdraw from the membership, but now such an opportunity is prescribed in the Charter.

What is the role of the CEO or founders' meeting? when making decisions to exclude one of the participants, whether they can initiate and resolve this issue.

Is it possible to sell your share to outsiders, until the cost of the alienated share is calculated. Some organizations do not allow this possibility, and some are as open as possible to new investors.

Is it provided the right to give or transfer one's share as an inheritance, and whether there is a priority right. It represents a primary opportunity for one of the participants to buy the share of another participant if he is going to sell it. This will keep the rights to enterprises in the same hands, preventing third parties from owning them.

All these issues need to be thought out and painted very carefully, since this will help protect the newly created enterprise from dishonest actions of the founders or third parties in the future.

Correct design

To understand how to make the Charter of an LLC organization correctly, it is best to look at a version of a ready-made document.

It is being created usually in duplicate- either two originals, or the original plus a copy (the requirements are slightly different in different departments of the tax service). One of them, after being certified by the tax office, remains there, and the second is issued to the person who registers the company.

After the drafting and approval by the founders, the finished Charter is stitched and numbered. The numbering is put down from the second sheet (in this case, the title page is considered the first, but nothing needs to be put on it).

On the reverse side of the Charter, sewing on a dream, a paper seal is placed. It is written on it how many stitched and numbered sheets are in the document and the applicant's signature is put. The signature must be decrypted (that is, it must indicate the full surname, first name and patronymic).

The same formalization requirements apply in the event of a complete change of the Charter in the course of the organization's activities. Only in this case, it will still be necessary to put the seal of the enterprise on the seal.

If a copy is made, then all sheets are photocopied, from the title page to the last page. They are stitched and sealed in the same way, but no signatures and seals are needed. Further, the document will be drawn up by the tax service employees.

How to register?

After the document (several copies) is drawn up, the applicant selected at the meeting must register it with the tax office. Registration of the Charter of an LLC takes place at the branch of the Federal Tax Service, to which the legal address of the organization belongs (the home address of one founder or the location of the office).

In order for the Articles of Association of the LLC enterprise to be accepted and registered, the applicant must bring the following documents:

the Charter itself, properly executed and in two copies;
a receipt confirming payment of the state fee (its amount is 4,000 rubles);
a notarized application in the form of the Federal Tax Service, signed by the applicant;
minutes of the decision to establish an LLC, including information regarding the participants and director, the date of the decision, the size of the authorized capital, etc.).

Only the applicant or his authorized representative can submit documents for registration. In the first case, the registered Charter will be handed over in five days, and in the second case, it will be sent by mail.

If a copy is also registered, then you also need to pay a state fee for it and write a request for a copy of the Charter. Such a request is made in free form, with the signature of the head.

How to make changes?

Changes to the information in the Articles of Association may be carried out by its complete renewal or by means of an appendix leaflet, with editable data. This sheet is simply added to the main text of the Bylaws and has the same legal effect.

The reason why the Bylaws are completely changed or amended is to update such important information as:

changing the name of the organization;
change of legal address;
increase or decrease in the size of the authorized capital;
significant changes in the activities of the organization, which should be reflected in the charter;
liquidation or opening of branches;
change of governing bodies of the organization;
change in the term of office of the head.

In order to harmonize the Articles of Association of an LLC, it is necessary:

In the case of several founders, arrange a general meeting and, based on its results, issue a protocol on amendments. Decisions will be made on the basis of this protocol. If there is only one founder, then he immediately draws up this decision.
Edit the necessary paragraphs and print a new copy of the charter, draw it up in accordance with the requirements (in this case, printing is required).
Write an application (form 13001) for state registration of changes in constituent documents. The signature of the applicant (most often the director) must be certified by a notary. The application must also indicate the legal consequences of the changes being made.
After paying the state fee, submit the documents to the tax office and wait for the registered document.

What to do if the charter is damaged or lost?

No Administrative liability or fines in this case, of course, is not provided. But it will not be possible to restore the original Charter, even if the tax office has a second copy. After losing his original, the only possible variant is to obtain a copy of the document.

To do this, you need to apply with an application for a copy to the territorial branch of the IFTS. After paying the state fee (200-400 rubles, depending on the urgency of the case), it will be possible to obtain a document with a stamp from the tax office. The seal will be labeled "copy".

When creating the Charter, you need to remember its exceptional importance for the new organization. It contains not only information about the organization, but also all the important issues on its work, management and changes. All subsequent documents regulating the activities of the LLC will be adopted on the basis of the Charter and must be consistent with its content.

If it is necessary to re-register due to changes made to it, it is important to pay special attention to the title page. Practice shows a high number of refusals by the tax inspectorate to carry out registration actions due to extraneous inscriptions or incorrect execution.

Any commercial enterprise conducts its activities not only on the basis of legislative acts, but is also guided by organizational and legal documentation, which is developed by it. The statute refers to its composition.

Russian legislation has established a list of documents that legal entities are required to submit to the tax office, as well as in the event of a reorganization or closure. To start a business, first of all, it is necessary to register the Charter of the enterprise, submitting its original or a notarized copy for verification. On its title page, a mark on the registration of the company is affixed.

Art. 52 of the Civil Code of the Russian Federation establishes that legal entities conduct their activities on the basis of the Charter or or on the basis of both of these documents. In most cases, it is the Charter that is taken as the main constituent act.

Attention! Since 2009, the Charter has been the only founding document for LLC.

The charter is a collection of rules that govern the conduct of business and the relationship of the company with contractors, establishes the competence of the supreme management bodies of the company. It is approved by the participants (owners) of the company, called the founders.

The Charter reflects:

full and abbreviated
legal address
company management procedure
other information

The more detailed the content of the Charter is disclosed, the more it will be possible to avoid possible misunderstandings in the process of doing business, conflict situations and misunderstandings between company owners. Consequently, the activities of the company will be more organized, more efficient and more profitable.

When changes are made

The law requires that the Charter of the company reflect all changes occurring in its structure:

Company name
legal address
founders
number of branches
management order
types of business

Often, an updated version of the Charter is adopted at the initiative of new members of the company. Innovations are introduced and registered in the manner prescribed by law.

There are two ways to change the bylaws:

Issue a separate application to the current version.
Publish a new edition.

In both cases, the title page needs to be corrected. In the first case, it is necessary to indicate information about available new applications that must be officially registered. The name of the body that approved the changes (or the only participant) and the date they were made must be written.

In the second case, the text of the document is presented in a new way, and the document that was in force before it loses its legal force from the moment it is re-registered with the tax office. The title page reflects who approved the new Charter and on what date. It is not obligatory to put down the signatures of the chairman of the meeting and the secretary.

So, the title page of the Charter in new edition must be corrected. Mandatory details to be changed are the name of the body that approved new version text, and the date of the events.

The content and features of the title page in the new edition

The legislation does not define specific rules for compiling the title page of the Charter, including the updated one. However government bodies rely on internal instructions, the observance of which will avoid temporary and financial losses.

The general rule establishes the need to reflect on the title page of the new version of the Charter of three groups of data:

A note on the decision of the business owners who approved the updated Charter, the number and date of its signing are entered in the upper corner of the page.
The name of the document "Charter", the name of the company, the legal form - are indicated in the middle.
The year when the main act was adopted in the current edition, the city of registration of the company - are written in the center of the lower part of the title page.

You are allowed to make your own deviations in this order. For example, under the name of the document, you can indicate the number of its revision or list all previous variations. It is also possible to replace such an entry with a simple mark that the edition is “new”.

If the city of registration of the company is not indicated on the title page, this will not be considered a mistake.

Errors preventing registration new version The statutes from the first deposit are as follows:

Reflection on the title page of the year of establishment of the company, list of registration acts, certificates. This information is in the text of the document itself.
Numbering on the first page. By established rules The charter should be numbered starting from the second sheet.
Presence on the title of signatures officials company, seals.

If such errors are made, the Charter will have to be re-submitted for re-registration. This will not only waste time, but also financial resources on the changes being made.

The charter is the main document of any company, containing the basic principles of its structure and activities. Its change requires updating the title page with the obligatory indication of the date of the actions taken. On the first page, you should not put down the year of the company's foundation, signatures, seals, numbering.

Write your question in the form below

5.1.2. In cases and in the manner provided for by the Federal Law and the Charter of the Company, receive information about the activities of the Company and get acquainted with its accounting and other documentation in the manner prescribed by the Charter.

5.1.3. Participate in the distribution of the Company's profits.

5.1.4. To receive, in the event of liquidation of the Company, a part of the property remaining after settlements with creditors, or its value.

5.1.5. Members of the Company, whose shares in the aggregate amount to at least 10% of the authorized capital of the Company, have the right to demand in court the exclusion from the Company of a member who grossly violates his obligations or by his actions (inaction) makes the activities of the Company impossible or significantly complicates it.

5.1.6. Sell or otherwise alienate your share or part of a share in authorized capital Society to one or more members of this Society [ with the consent of other members of the Company or the Company. / Consent of other members of the Company or the Company to make such a transaction is not required].

5.1.7. Pledge his share or part of the share in the authorized capital of the Company to another member of the Company or with the consent of general meeting members of the Company to a third party. The decision of the general meeting of the Company's members 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 adopted [ by a majority vote of all members of the Company / specify more votes for such a decision.]. The vote of a member of the Company who intends to pledge his share or part of the share is not taken into account when determining the voting results.

5.1.8. Appeal against decisions of the Company's management bodies taken in violation of the requirements of the Federal Law, other legal acts Russian Federation, the Charter of the Society and violating the rights and legitimate interests member of the Society.

5.1.9. Demand, acting on behalf of the Company, compensation for losses caused to the Company.

5.1.10. To challenge, acting on behalf of the Company, the transactions made by it on the grounds provided for in Article 174 of the Civil Code of the Russian Federation or the Federal Law, and demand the application of the consequences of their invalidity, as well as the application of the consequences of the invalidity of the void transactions of the Company.

5.2. Member of the Company, who lost against his will as a result misconduct other participants or third parties of the right to participate in it, has the right to demand the return to him of the share of participation transferred to other persons, with the payment of fair compensation determined by the court, as well as compensation for losses at the expense of the persons guilty of the loss of the share.

5.3. Members of the Company may also have other rights provided for by the Civil Code of the Russian Federation, the Federal Law and the Charter of the Company.

5.4. Members of the Society are obliged:

5.4.1. Make contributions to authorized capital of the Company in the manner, in the amount, in the ways provided for by the Federal Law and the agreement on the establishment of the Company, and contributions to other property of the Company.

5.4.2. Do not disclose confidential information about the activities of the Company.

5.4.3. Inform the Company in a timely manner about changes in information about his name or title, place of residence or location, as well as information about his 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.

5.4.4. Participate in the adoption of corporate decisions, without which the Company cannot continue its activities in accordance with the law.

5.4.5. Do not take actions knowingly aimed at causing harm to the Company.

5.4.6. Not to take actions (inaction) that significantly impede or make it impossible to achieve the goals for which the Company was created.

5.5. Members of the Company also bear other obligations stipulated by the Federal Law and the Charter of the Company.

6. Transfer of the share of a company member in the authorized capital of the company to other members of the company and third parties

6.1. A member of the Company has the right to sell or otherwise alienate his share or part of a share in the authorized capital of the Company to one or more members of the Company. The consent of other members of the Company or the company to make such a transaction is not required.

6.2. Sale or alienation in any other way of a share or part of a share in the authorized capital of the Company to third parties is allowed with the consent of other members of the Company or the Company in compliance with the requirements stipulated by the Federal Law.

6.3. 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.

6.4. The Company has the right to exercise the pre-emptive right to purchase a share or part of a share owned by a member of the Company at the price of an offer to a third party, within seven days from the date of expiration of the pre-emptive right to purchase from the members of the company or the refusal of all members of the company to use the pre-emptive right to purchase a share or part of a share by sending acceptance of an offer to a member of the company.

6.5. Members of the Company may use 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.

The Company may use the preemptive right to purchase not the entire share or not the entire part of the share in the authorized capital of the Company, offered for sale, if other members of the Company did not use their preemptive right.

In this case, the remaining share or part of the share may be sold to a third party after partial exercise of the said right by the Company or its participants at a price and on terms that were communicated to the Company and its participants, or at a price not lower than the price predetermined by the Charter.

6.6. Assignment of the said pre-emptive rights to purchase a share or part of a share in the authorized capital of the Company is not allowed.

6.7. The share of a member of the Company in the authorized capital of the Company may be alienated before its full payment only in the part in which it has already been paid.

6.8. 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 thirty days from the date of receipt of the offer by the Company.

6.9. The transfer of a share in the authorized capital of the Company to the heirs and legal successors of legal entities that were members of the Company, the transfer of a share owned by a liquidated legal entity, its founders (participants) who have rights in rem to its property or obligations in relation to this legal entity, are allowed only with the consent of other members of the Society.

6.10. When selling a share or part of a share in the authorized capital of the Company at a public auction, the rights and obligations of a member of the Company for such a share or part of a share are transferred with the consent of the members of the Company.

6.11. If this Charter of the Company provides for the need to obtain the consent of the members of the Company for the transfer of a share or part of a share in the authorized capital of the Company to a third party, such consent is considered received provided that all members of the Company within thirty days from the date of receipt of the relevant request or offer by the Company in The Company has submitted written statements of consent to the alienation of a share or part of a share on the basis of a transaction or to the transfer of a share or part of a share to a third party on another basis, or written statements of refusal to give consent to the alienation have not been submitted within the specified period or the transfer of a share or part of a share.

6.12. If the Charter of the Company provides for the need to obtain the consent of the Company for the alienation of a share or part of a share in the authorized capital of the Company to the members of the Company or third parties, such consent is considered received by the member of the Company alienating the share or part of the share, provided that within thirty days he received consent of the Company, expressed in writing, or the Company has not received a refusal to give consent to the alienation of a share or part of a share, expressed in writing.

6.13. The transfer of a share of a member of the Company to another person entails the termination of his participation in the Company.

7. Withdrawal of a member of the company from the company

7.1. A member of the Company has the right to withdraw from the Company, regardless of the consent of its other members or the Company, by:

1) submission of a notarized application for withdrawal from the Company;

2) presenting a claim to the Company for the acquisition by the Company of its share in the following cases:

If the Charter of the Company prohibits the alienation of a share or part of a share owned by a member of the Company to third parties and other members of the Company have refused to acquire them or consent has not been received for the alienation of a share or part of a share to a member of the Company or a third party, provided that the need to obtain such consent is provided for by the Charter of the Company ;

Adoption by the general meeting of the Company's participants of a decision to conclude a major transaction or to increase the authorized capital of the Company in accordance with paragraph 1 of Article 19 of the Federal Law, if he voted against such a decision or did not take part in the voting. This requirement is subject to mandatory notarization in accordance with the rules provided for by the legislation on a notary for certifying transactions, and may be presented by a member of the company within forty-five days from the date when the member of the company found out or should have found out about decision. If a member of the company took part in the general meeting of members of the company that made such a decision, such a request may be submitted within forty-five days from the date of its adoption;

Refusal of consent to the transfer of a share in the authorized capital of the Company to the heirs of citizens and legal successors of legal entities that were members of the Company.

7.2. When a member of the Company submits an application for withdrawal from the Company or submits a request for the Company to acquire its share in the cases provided for in paragraph 7.1 of this Charter, the share shall be transferred to the Company from the moment the Company receives the relevant application (requirement). This participant must be paid the actual value of his share in the charter capital or, with his consent, property of the same value must be given in kind in the manner, in the manner and within the time limits provided for by the Federal Law and the Charter of the Company.

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

7.4. The withdrawal of the Company's members from the Company, as a result of which not a single member remains in the Company, as well as the withdrawal of the sole member of the Company from the Company, is not allowed.

8. General meeting of members of the company

8.1. The supreme body of the Society is the general meeting of the Society's participants. In the event that a member of the Company is one person, it assumes the functions of the General Meeting of Members.

Each member of the Company has the number of votes at the general meeting of members of the Company proportional to his share in the authorized capital of the Company, except for the cases provided for federal law"On Limited Liability Companies".

8.2. The competence of the general meeting of participants of the Company includes:

1) determination of priority areas of the Company's activities;

2) making a decision on the participation of the Company in associations and other associations commercial organizations;

3) approval and amendment of the Charter of the Company, including changes in the size of the authorized capital of the Company;

4) formation of the executive bodies of the Company and early termination of their powers, as well as making a decision on the transfer of powers of the sole executive body of the Company to a manager, approval of such a manager and the terms of the contract with him;

5) election and early termination of powers [ audit committee/auditor] Society;

6) approval of annual reports and annual balance sheets;

7) distribution of profits and losses of the Company; adoption of a decision on the distribution of the Company's net profit among the Company's members;

8) approval (acceptance) of documents regulating the internal activities of the Company (internal documents of the Company);

9) making a decision on the placement by the Company of bonds and other issue valuable papers;

10) appointment of an audit, approval of the auditor and the establishment of the amount of payment for his services;

11) making a decision on reorganization or liquidation of the Company;

12) appointment of a liquidation commission (liquidator) and approval of liquidation balance sheets;

13) creation of branches and opening of representative offices of the Company;

14) approval of transactions in which there is an interest;

15) approval of major transactions;

16) resolution of other issues provided for by the Federal Law or the Charter of the Company.

11. Distribution of the profit of the company between the participants of the company

11.1. The society has the right [ quarterly, semi-annually, once a year] decide on the distribution of its net profit among the members of the Company.

11.2. 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.

11.3. The term and procedure for payment of a part of the distributed profit of the Company are determined by the decision of the general meeting of the Company's participants on the distribution of profit between them. The term for payment of a part of the distributed profit of the Company should not exceed sixty days from the date of the decision on the distribution of profit between the members of the Company.

11.4. If during the period of payment of a part of the distributed profit of the Company, a part of the distributed profit is not paid to a member of the Company, he has the right to apply to the Company within three years after the expiration of the specified period with a requirement to pay the corresponding part of the profit.

11.5. The Company is not entitled to make a decision on the distribution of its profits among the members of the Company:

Until full payment of the entire authorized capital of the Company;

Until payment of the actual value of the share or part of the share of a member of the Company in cases provided for by the Charter of the Company and the Federal Law;

If at the time of making such a decision 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 such a decision;

If at the time of such a decision, the value of the Company's net assets is less than its authorized capital and reserve fund or becomes less than their size as a result of such a decision;

11.6. The Company is not entitled to pay to the Company's members the profit, the decision on the distribution of which among the members of the Company has been made:

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 provided for by federal laws.

Upon termination of the circumstances specified in this paragraph, the Company is obliged to pay the members of the Company the profit, the decision on the distribution of which among the members of the Company has been made.

12. Funds and net assets of the company

12.1. The company creates a reserve fund in the amount of [fill in the right one].

12.2. [indicate other funds created by the company and their amounts].

12.3. The value of the Company's net assets is determined according to the data accounting in the manner prescribed by the authorized Government of the Russian Federation federal body executive power.

Society is obliged to provide any interested person access to information on the value of its net assets in the manner prescribed by this Charter for familiarization of the Company's participants with the documents of the Company.

12.4. The Company's annual report must contain a section on the state of the Company's net assets, which indicates:

1) indicators characterizing the dynamics of changes in the value of net assets and authorized capital of the Company for the last three completed financial years, including the reporting year, or, if the Company exists for less than three years, for each completed financial year;

2) the results of the analysis of the reasons and factors that, in the opinion of the sole executive body of the Company, led to the fact that the value of the net assets of the Company turned out to be less than its authorized capital;

3) a list of measures to bring the value of the Company's net assets in line with the size of its authorized capital.

12.5. If, at the end of the second or each subsequent financial year, the value of the Company's net assets turns out to be less than its authorized capital, the Company, in the manner and within the time period provided for by the Federal Law, is obliged to increase the value of net assets to the amount of the authorized capital or register, in the prescribed manner, a decrease in the authorized capital. If the value of the Company's net assets becomes less than that specified by law minimum size authorized capital, the Company is subject to liquidation.

13. Storage of company documents and provision of information by the company

13.1. The company is obliged to keep the following documents:

Agreement on the establishment of the Society;

Decision on the establishment of the Society;

Minutes (minutes) of the meeting of the founders 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;

Charter of the Company, as well as amendments made to the Charter of the Company and duly registered;

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;

Lists of affiliated persons of the Company;

Conclusions of the audit commission (auditor) of the Company, the auditor, state and municipal financial control bodies;

Minutes of general meetings of members of the Company, the Audit Commission of the Company;

Other documents stipulated by federal laws and other legal acts of the Russian Federation, the Articles of Association of the Company, internal documents of the Company, decisions of the general meeting of the members of the Company and the executive bodies of the Company.

13.2. The Company keeps the said documents at the location of its sole executive body.

13.3. The Company is obliged to provide the members of the Company with access to its judicial acts on a dispute related to the creation of the Company, its management or participation in it, including rulings on the initiation of arbitration court proceedings and acceptance statement of claim or statements to change the grounds or subject matter of a previously filed claim.

13.4. The Company, at the request of a member of the Company, is obliged to provide him with access to the specified documents. Within three days from the date of presentation of the relevant request by a member of the Company, these documents must be provided by the Company for review at the premises of the executive body of the Company. The Company, at the request of a member of the Company, is obliged to provide him with copies of the said documents. The fee charged by the Company for the provision of such copies may not exceed the costs of their production.

14. Branches and representative offices of the company

14.1. The Company may create branches and open representative offices.

14.2. A branch of the Company is its separate subdivision located outside the location of the Company and performing all or part of its functions, including the functions of a representative office.

14.3. The representative office of the Company is its separate subdivision, located outside the location of the Company, representing the interests of the Company and protecting them.

14.4. The branch and representative office of the Company are not legal entities and act on the basis of the provisions approved by the Company. The Company endows established branches and representative offices with property.

14.5. The heads of branches and representative offices of the Company are appointed by the Company and act on the basis of its power of attorney.

14.6. Branches and representative offices of the Company carry out their activities on behalf of the Company that created them. The Company is responsible for the activities of the branch and representative office of the Company.

15. Reorganization and liquidation of the company

15.1. The Company may be reorganized or liquidated voluntarily by the unanimous decision of its participants.

Other grounds for the reorganization and liquidation of the Company, as well as the procedure for its reorganization and liquidation are determined by the Civil Code of the Russian Federation and the Federal Law.

15.2. The company has the right to be transformed into a joint-stock company, business partnership or production cooperative.

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 significant time savings 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 size 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:

General provisions (indicate the name of the organization and its location).
The legal status of society.
Types of activities and objectives of LLC.
Branches and representative offices of the organization.
Authorized capital.
Change in the size of the authorized capital.
Obligations and rights of participants.
Withdrawal of a member from the LLC.
Property and funds of the organization.
Profit distribution.
Transfer of a participant's share to another participant.
Transfer of a participant's share to a third party.
Inheritance of the participant's share in the authorized capital.>
General meeting of LLC members.
Exclusive competence of the general meeting.
sole proprietorship executive agency limited liability companies.
Audit committee.
Trade secret.
Storage of LLC documents.
Reorganization and liquidation.
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.